DEF 14A of Hilton Worldwide Holdings Inc., Apr 2, 2026

DEF 14A of Hilton Worldwide Holdings Inc.

Filed Apr 2, 2026 · FY20250001585689-26-000023

Open on EDGAR

  1. Our Board’s Recommendation

    Our Board’s Recommendation

  2. Our Board’s Recommendation

    | Proposal No. 1: Election of All Director Nominees | FOR | | Our Board of Directors believes that all of the director nominees listed in this proxy statement have the requisite qualifications to provide effective oversight of the Company’s business and management. | Pg. 4 | | Proposal No. 2: Ratification of the Appointment of Ernst & Young LLP as Independent Registered Public Accounting Firm | FOR | | Our Audit Committee and Board of Directors believe that the retention of Ernst & Young LLP as the Company's independent registered public accounting firm for 2026 is in the best interest of the Company and its stockholders. | Pg. 18 | | Proposal No. 3: Advisory Vote on Executive Compensation | FOR | | We are seeking a non-binding, advisory vote to approve, and our Board of Directors recommends the approval of, the 2025 compensation paid to our named executive officers, which is described in the section of this proxy statement entitled "Executive Compensation." | Pg. 20 | | Proposal No. 4: Advisory Vote on Frequency of Stockholder Vote on Executive Compensation | 1 Year | | We are seeking a non-binding, advisory vote to determine whether a non-binding, advisory vote to approve the compensation paid to our named executive officers should occur every one, two, or three years. | Pg. 21 | | Proposal No. 5: Approval of the Hilton Amended and Restated 2017 Omnibus Incentive Plan | FOR | | Our Compensation Committee and Board of Directors believe that the approval of the Hilton Amended and Restated 2017 Omnibus Incentive Plan is in the best interest of the Company and its stockholders. | Pg. 47 |

  3. Our Board’s Recommendation

    | Hilton | PROXY STATEMENT | 3 |

  4. Our Board’s Recommendation

    Our Board of Directors (the “Board” or “Board of Directors”) has considered and nominated the following nominees for a one-year term expiring at the 2027 Annual Meeting of Stockholders or until their successor is duly elected and qualified: Christopher J. Nassetta; Jonathan D. Gray; Charlene T. Begley; Chris Carr; Melanie L. Healey; Raymond E. Mabus, Jr.; Marissa A. Mayer; Elizabeth A. Smith, and Douglas M. Steenland. Action will be taken at the Annual Meeting for the election of these nominees. Unless otherwise instructed, the persons named in the form of proxy card (the “proxyholders”) included with this proxy statement, as filed with the Securities and Exchange Commission (“SEC”), intend to vote the proxies held by them for the election of the director nominees. If any of these nominees ceases to be a candidate for election by the time of the Annual Meeting, such proxies may be voted by the proxyholders in accordance with the recommendation of the Board.

  5. Our Board’s Recommendation

    | NOMINEES FOR ELECTION TO THE BOARD OF DIRECTORS IN 2026 |

  6. Our Board’s Recommendation

    The following information describes the offices held, other business directorships, and the term of each director nominee as of March 20, 2026. Beneficial ownership of equity securities of the director nominees is shown under "Ownership of Securities" on page 55.

  7. Our Board’s Recommendation

    | Christopher J. Nassetta | | | | Christopher J. Nassetta, 63, joined Hilton as President and Chief Executive Officer in December 2007 and has served as a director of Hilton since that time. Previously, he was President and Chief Executive Officer of Host Hotels and Resorts, Inc., a position he held from May 2000 until October 2007. He joined Host in 1995 as Executive Vice President and was elected Chief Operating Officer in 1997. Before joining Host, Mr. Nassetta co-founded Bailey Capital Corporation, a real estate investment and advisory firm, in 1991. Prior to this, he spent seven years at The Oliver Carr Company, a commercial real estate company, where he ultimately served as Chief Development Officer. Mr. Nassetta is an Advisory Board member for the McIntire School of Commerce at the University of Virginia. He is a former member of the board of directors of CoStar Group, Inc. He is former Chair of the U.S. Travel Association, a member and a past Chairman of The Real Estate Roundtable, former Chairman and Executive Committee member of the World Travel & Tourism Council, an at-large director of the Business Roundtable, a member of the Economic Club of Washington, a member of the Federal City Council, and serves on the Community Council of the Arlington Free Clinic. Mr. Nassetta graduated from the McIntire School of Commerce at the University of Virginia with a degree in Finance. Qualifications, Attributes, Skills, and Experience: extensive experience as an executive in the hospitality industry, extensive financial background, and experience with real estate investments; his role as our President and Chief Executive Officer brings management perspective to board deliberations and provides valuable information about the status of our day-to-day operations. |

  8. Our Board’s Recommendation

    | Jonathan D. Gray | | | | Jonathan ("Jon") D. Gray, 56, is Chairman of our Board and has served in this role since 2007. Mr. Gray is President and Chief Operating Officer of Blackstone Inc. (“Blackstone”) and has served as a member of the board of directors of Blackstone since February 2012. He previously led Blackstone's Real Estate business until February 2018. He joined Blackstone in 1992 in the M&A and Private Equity areas. Mr. Gray and his wife, Mindy, established the Basser Center for BRCA at the University of Pennsylvania School of Medicine in 2012 focused on the prevention and treatment of BRCA-related cancers. They have also established numerous programs for low-income children in New York. Mr. Gray received a B.S. in Economics from the Wharton School, as well as a B.A. in English from the College of Arts and Sciences at the University of Pennsylvania. He also serves on the board of XRG. Qualifications, Attributes, Skills, and Experience: substantial experience with real estate investing and extensive financial background, including in-depth knowledge of the real estate and hospitality industries. |

  9. Our Board’s Recommendation

    | 4 | PROXY STATEMENT | Hilton |

  10. Our Board’s Recommendation

    | Charlene T. Begley | | | | Charlene T. Begley, 59, has served as a director of Hilton since 2017. Ms. Begley served in various capacities at General Electric Company from 1988 through 2013. Most recently, she served in a dual role as Senior Vice President and Chief Information Officer, as well as the President and Chief Executive Officer of GE’s Home and Business Solutions business from January 2010 through December 2012. Ms. Begley served as President and Chief Executive Officer of GE Enterprise Solutions from August 2007 through December 2009. During her career at GE, she served as President and Chief Executive Officer of GE Plastics and GE Transportation, led GE’s Corporate Audit staff and served as the Chief Financial Officer for GE Transportation and GE Plastics Europe and India. Ms. Begley currently serves as a director and member of the audit and risk committee and chair of the nominating & governance committee of Nasdaq, Inc. and a director and chair of the audit committee of SentinelOne, Inc. Ms. Begley also previously served as a director and member of the audit and nominating committees of Red Hat, Inc. and WPP plc. Qualifications, Attributes, Skills, and Experience: extensive business and management expertise, including leading divisions of a global enterprise, significant experience in technology, finance, and information security, and service as a director of several public companies. |

  11. Our Board’s Recommendation

    | Chris Carr | | | | Chris Carr, 62, has served as a director of Hilton since 2020. Mr. Carr previously served as the Chief Operating Officer of Sweetgreen, Inc. from 2020 to 2023. Prior to Sweetgreen, he held a variety of retail and supply chain senior executive roles at Starbucks, most recently as the Executive Vice President ("EVP"), Chief Procurement Officer. Mr. Carr also served as Starbucks’ EVP, Americas Licensed Stores and led Starbucks' U.S. retail business as the EVP, U.S. Retail Stores, where he was responsible for the omni-channel customer experience at approximately 13,000 U.S. company-operated and licensed retail stores. Prior to Starbucks, Mr. Carr spent 18 years in multiple executive leadership roles with ExxonMobil, developing, leading and implementing retail operational strategies for its Global Fuels Marketing downstream businesses. Mr. Carr holds a B.S. in Business Administration from the University of San Diego, and an M.B.A. from the New York Institute of Technology. He currently serves on the boards of Equity Residential, Valvoline Inc., and Recreational Equipment Inc. He also serves as a Board Trustee for Howard University and the University of San Diego. Qualifications, Attributes, Skills, and Experience: extensive business and management expertise, including leadership roles in a global enterprise, and significant experience in supply chain, strategy, brands, consumer marketing, and international operations. |

  12. Our Board’s Recommendation

    | Melanie L. Healey | | | | Melanie L. Healey, 64, has served as a director of Hilton since 2017. Ms. Healey served as Group President of The Procter & Gamble Company ("Procter & Gamble") from 2007 to 2015. During her tenure at Procter & Gamble, one of the leading providers of branded consumer packaged goods, Ms. Healey held several leadership roles, including Group President and advisor to the Chairman and CEO, Group President, North America, and Group President, Global Health, Feminine, and Adult Care Sector. Ms. Healey has more than 30 years of strategic, branding, and operating experience from leading consumer goods companies including Procter & Gamble, Johnson & Johnson, and S.C. Johnson & Sons. Ms. Healey serves as a director of PPG Industries, Inc. and Kenvue Inc. She previously served as a director of Target Corporation and Verizon Communications Inc. Qualifications, Attributes, Skills, and Experience: extensive business and management experience, including leadership roles in a global enterprise, significant experience in strategy, brands, consumer marketing, and international operations, and service as a director of several public companies. |

  13. Our Board’s Recommendation

    | Raymond E. Mabus, Jr. | | | | Raymond E. Mabus, Jr., 77, has served as a director of Hilton since 2017. Mr. Mabus brings significant public sector experience to the Hilton board, having served as the 75th United States Secretary of the Navy from 2009 to 2017. He was the United States Ambassador to the Kingdom of Saudi Arabia from 1994 to 1996, the 60th Governor of Mississippi from 1988 to 1992 and Auditor of the State of Mississippi from 1984 to 1988. He is currently CEO of Mabus Group, a consulting company, and vice-chair of InStride, a public benefit company. Mr. Mabus currently serves as chair of Virgin Galactic Holdings, a public company, on the Board of XGS Energy, on the non-profit boards of World Central Kitchen and the Environmental Defense Fund, and on the Advisory Board for the National Medal of Honor Museum. He previously served as a director of Dana Incorporated, as chair of Kadem Sustainable Impact Corp., and as Chairman and Chief Executive Officer of Foamex International. He holds a Bachelor's Degree, summa cum laude, from the University of Mississippi, a Master's Degree from Johns Hopkins University, and a Law Degree, magna cum laude, from Harvard Law School. Qualifications, Attributes, Skills, and Experience: extensive international experience, including as U.S. ambassador to the Kingdom of Saudi Arabia, public policy and government relations experience, including as U.S. Secretary of the Navy and Governor of the State of Mississippi, and public company executive and board experience. |

  14. Our Board’s Recommendation

    | Hilton | PROXY STATEMENT | 5 |

  15. Our Board’s Recommendation

    | Marissa A. Mayer | | | | Marissa A. Mayer, 50, joined the Hilton board in May 2025. She is the CEO and Founder of Dazzle AI, a Palo Alto-based technology company focused in the consumer artificial intelligence space. Her leadership at Dazzle follows a seven-year tenure as CEO of Sunshine Products, which was acquired by Dazzle AI in 2025. A seasoned veteran of the technology industry, Ms. Mayer previously served as CEO, President, and Director of Yahoo!, Inc. (2012–2017). Prior to her time at Yahoo!, she was one of Google’s earliest employees and its first female engineer. During her 13-year tenure at Google, she rose to Vice President of Search and User Experience, leading the search business for over a decade and overseeing the development of flagship products including Google Maps, Google News, and Gmail. She has served on the board of Walmart Inc. since 2012. At Walmart, she has served on the Compensation and Management Development Committee, the Strategic Planning and Finance Committee, and the Technology and E-Commerce Committee. She has served on the boards of AT&T Inc. since 2024 and Starbucks Corporation since 2025. She serves on AT&T's Audit Committee and the Corporate Development and Finance Committee as well as Starbucks' Nomination and Governance Committee. She also serves on the board of the San Francisco Ballet and previously served on the board of Nextdoor Holdings, Inc. Ms. Mayer holds a bachelor’s degree in Symbolic Systems with a concentration in artificial intelligence and a master’s degree in Computer Science with a specialization in artificial intelligence, both from Stanford University. Qualifications, Attributes, Skills, and Experience: experience in technology and consumer internet through her tenure at Google and as CEO of Yahoo!, as well as senior leadership and human capital management. |

  16. Our Board’s Recommendation

    | Elizabeth A. Smith | | | | Elizabeth A. Smith, 62, has served as a director of Hilton since 2013. Ms. Smith is Chair of Revlon. She was a member of the board of directors of Bloomin’ Brands, Inc. from November 2009 to April 2023 and previously served as its Executive Chairman of the Board from April 2019 to February 2020, its Chairman of the Board from January 2012 to April 2019, and its Chief Executive Officer from November 2009 to April 2019. From September 2007 to October 2009, Ms. Smith was President of Avon Products, Inc., a global beauty products company, and was responsible for its worldwide product-to-market processes, infrastructure, and systems, including Global Brand Marketing, Global Sales, Global Supply Chain, and Global Information Technology. In January 2005, Ms. Smith joined Avon Products, Inc. as President, Global Brand, and was given the additional role of leading Avon North America in August 2005. From September 1990 to November 2004, Ms. Smith worked in various capacities at Kraft Foods Inc. Ms. Smith currently serves on the board of directors of Brown-Forman Corporation. Ms. Smith previously served as chair of the Atlanta Federal Reserve Board, as a member of the board of directors and audit committee of Staples, Inc., as a member of the board of directors of The Gap, Inc., and as a member of the board of directors of the U.S. Fund for UNICEF. Ms. Smith holds a bachelor’s degree, Phi Beta Kappa, from the University of Virginia and an M.B.A. from the Stanford Graduate School of Business. Qualifications, Attributes, Skills, and Experience: experience in strategy, brands, marketing, and sales, as well as corporate finance and financial reporting developed in her executive level roles where her responsibilities have included direct financial oversight of multinational companies with multiple business units. |

  17. Our Board’s Recommendation

    | Douglas M. Steenland | | | | Douglas M. Steenland, 74, has served as a director of Hilton since 2009. Mr. Steenland worked for Northwest Airlines Corporation from September 1991 to October 2008, serving as Chief Executive Officer from April 2004 to October 2008 and as President from February 2001 to April 2004. During his tenure at Northwest Airlines, he also served as Executive Vice President, Chief Corporate Officer, and Senior Vice President and General Counsel. Mr. Steenland retired from Northwest Airlines upon its merger with Delta Air Lines, Inc. Prior to his time at Northwest Airlines, Mr. Steenland was a senior partner at a Washington, D.C. law firm that is now part of DLA Piper. Mr. Steenland is a member of the board of directors of American Airlines Group Inc. Mr. Steenland previously served as a director of American International Group, the London Stock Exchange, Performance Food Group Company, Travelport Worldwide Limited, Digital River, Inc., and Chrysler Group LLC. Mr. Steenland received a B.A. from Calvin College and is a graduate of The George Washington University Law School. Qualifications, Attributes, Skills, and Experience: experience in managing large, complex, international institutions generally, experience as a member of global public company boards, and an executive in the travel and hospitality industries in particular. |

  18. Our Board’s Recommendation

    YOUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE "FOR" THE ELECTION OF EACH OF THE DIRECTOR NOMINEES NAMED ABOVE.

  19. Our Board’s Recommendation

    | 6 | PROXY STATEMENT | Hilton |

  20. COMPENSATION OF DIRECTORS

    COMPENSATION OF DIRECTORS

  21. COMPENSATION OF DIRECTORS

    | STOCK OWNERSHIP POLICY |

  22. COMPENSATION OF DIRECTORS

    We have a stock ownership policy for our non-employee directors. Each of our non-employee directors is required to own our stock in an amount equal to five times his or her regular annual cash retainer. Each non-employee director currently, based on their holdings of Hilton common stock and fully vested DSUs, satisfies the stock ownership requirement. For purposes of this requirement, a director’s holdings include shares held directly or indirectly, individually or jointly, shares underlying vested options, and shares held under a deferral or similar plan. Non-employee directors are expected to meet this ownership requirement within five years from the later of: (i) December 11, 2013 and (ii) the date they first become subject to the stock ownership policy.

  23. COMPENSATION OF DIRECTORS

    | DIRECTOR COMPENSATION FOR 2025 |

  24. COMPENSATION OF DIRECTORS

    The table below sets forth information regarding non-employee director compensation for the fiscal year ended December 31, 2025.

  25. COMPENSATION OF DIRECTORS

    | Name | Fees Earned or Paid in Cash(1) ($) | Stock Awards(2) ($) | All Other Compensation(3) ($) | Total ($) | | Charlene T. Begley | $145,000 | $234,784 | — | $379,784 | | Chris Carr | $110,000 | $234,784 | $18,815 | $363,599 | | Jonathan D. Gray | $100,000 | $234,784 | — | $334,784 | | Melanie L. Healey | $120,000 | $234,784 | $29,985 | $384,769 | | Raymond E. Mabus, Jr. | $115,000 | $234,784 | $35,458 | $385,242 | | Marissa A. Mayer | $55,000 | $234,784 | — | $289,784 | | Judith A. McHale(4) | $65,000 | — | — | $65,000 | | Elizabeth A. Smith | $132,500 | $234,784 | — | $367,284 | | Douglas M. Steenland | $200,000 | $234,784 | $42,951 | $477,735 |

  26. COMPENSATION OF DIRECTORS

    (1)Reflects amounts paid in accordance with our semi-annual pay cycle. (2)Represents the grant date fair value of DSUs computed in accordance with the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 718 based on the closing price on the NYSE of our common stock on the grant date. Each eligible non-employee director was granted 928 DSUs on May 14, 2025, representing the director’s annual equity award for the annual period from the 2025 Annual Meeting to the 2026 Annual Meeting. In accordance with the SEC’s rules, any dividend equivalents that accrued on the directors’ DSU awards are not reported above because dividends were factored into the grant date fair value of these awards. For details regarding the directors’ beneficial ownership of equity securities, including their outstanding DSUs, see "Ownership of Securities." (3)Perquisites and other personal benefits for a director are excluded if the total value of all such perquisites and personal benefits is less than $10,000. Reflects all Company-paid expenses incurred at Company-branded hotels while on personal travel under our travel perquisite program. For each stay, we included the full nightly room rate charged by the hotel, associated room taxes and fees, parking, food and beverage charges, and other on-site services. (4)Ms. McHale retired from the Board as of May 14, 2025.

  27. COMPENSATION OF DIRECTORS

    | Hilton | PROXY STATEMENT | 15 |

  28. COMPENSATION OF DIRECTORS

    EXECUTIVE OFFICERS OF THE COMPANY Set forth below is certain information regarding each of our current executive officers as of March 20, 2026, other than Mr. Nassetta, whose biographical information is presented under "Nominees for Election to the Board of Directors in 2026."

  29. COMPENSATION OF DIRECTORS

    | Christian H. Charnaux | | | | Christian Charnaux, 49, is our Chief Development Officer, and leads the Company's development, architecture, and design & construction functions globally. Mr. Charnaux rejoined Hilton in July 2025 and previously held various leadership positions with the company in the areas of brand management, commercial services, and finance from 2009 to 2018. Prior to rejoining Hilton, Mr. Charnaux served as Chief Growth Officer for Inspire Brands, a multi-brand restaurant company whose portfolio includes more than 33,000 restaurants worldwide. In this role, he led Inspire's inorganic growth and integration efforts, including over $18 billion of acquisitions, and oversaw the company's restaurant development, international, supply chain, government affairs & impact, and foundation teams. Previously, Mr. Charnaux was with the Boston Consulting Group where he focused on the travel and consumer product sectors. He also worked for J.P. Morgan in the technology and mergers & acquisitions investment banking groups. Mr. Charnaux serves on the board of directors of H&R Block, Inc. as well as on the board of Carolina Alumni and on the University of North Carolina Board of Visitors. He is an alumnus of the University of North Carolina at Chapel Hill where he was a Morehead-Cain Scholar and later received an M.B.A. from Harvard Business School. |

  30. COMPENSATION OF DIRECTORS

    | Laura A. Fuentes | | | | Laura Fuentes, 50, is our Chief Human Resources Officer and Head of Hilton Supply Management ("HSM"), and leads the Company's human resources function and Hilton's supply chain organization. Prior to being appointed Executive Vice President and Chief Human Resources Officer in 2020, Ms. Fuentes served as Chief Talent Officer, overseeing talent, total rewards, people analytics, and HR strategy. Prior to joining Hilton in 2013, Ms. Fuentes spent six years at Capital One Financial Corporation in various corporate strategy and human resources roles, including leading workforce analytics, recruitment, and compensation functions for the organization. Before Capital One, she worked at McKinsey & Company in their Madrid, New York, and Washington D.C. offices, where she served clients across financial services and non-profit sectors. Ms. Fuentes serves on the board of directors of Chipotle Mexican Grill, Inc. She is an Advisory Board member for the McIntire School of Commerce at the University of Virginia, is Chair of the board of directors of Make-a-Wish Mid-Atlantic, and serves on the Community Council of the Arlington Free Clinic. Originally from Spain, she holds a B.S. from the University of Virginia, an M.S. in Structural Engineering from the University of Texas at Austin, and an M.B.A. from Columbia University. |

  31. COMPENSATION OF DIRECTORS

    | Kevin J. Jacobs | | | | Kevin J. Jacobs, 53, is our Chief Financial Officer, and leads the Company's finance, corporate strategy, and real estate functions globally. Mr. Jacobs joined the Company in 2008 as Senior Vice President, Corporate Strategy; was elected Treasurer in 2009; was appointed Executive Vice President and Chief of Staff in 2012; assumed the role of Chief Financial Officer in 2013; and added the role of President, Global Development in 2020 to 2025. Prior to Hilton, Mr. Jacobs was Senior Vice President, Mergers & Acquisitions and Treasurer of Fairmont Raffles Hotels International. Prior to Fairmont Raffles, Mr. Jacobs spent seven years with Host Hotels and Resorts, Inc., ultimately serving as Vice President, Corporate Strategy & Investor Relations. Prior to Host, Mr. Jacobs had various roles in the Hospitality Consulting Practice of PricewaterhouseCoopers LLP and the Hospitality Valuation Group of Cushman & Wakefield, Inc. Mr. Jacobs is a member of the board of directors of Omega Healthcare Investors, Inc., a triple-net equity REIT that supports the goals of skilled nursing facility and assisted living facility operators with financing and capital. He is also a trustee of Cornell University and a member of the Dean's Advisory Board of the Cornell University School of Hotel Administration, is Chair of the Board of Directors of Goodwill of Greater Washington, and served as Immediate Past Chair and an Executive Board Member of the American Hotel & Lodging Association. He is a graduate of the Cornell University School of Hotel Administration. |

  32. COMPENSATION OF DIRECTORS

    | 16 | PROXY STATEMENT | Hilton |

  33. EXECUTIVE COMPENSATION PEER GROUP

    EXECUTIVE COMPENSATION PEER GROUP To gain an understanding of current compensation practices and assess the competitiveness of our compensation program, the Committee reviews pay of executives serving in similar positions at peer companies. The external market data reviewed for 2025 included peer group proxy data and broad industry-comparative compensation surveys. The Committee reviews the composition of the peer group on an annual basis in consultation with its independent compensation consultant and considers:

  34. EXECUTIVE COMPENSATION PEER GROUP

    | | Industries that attract and retain similar talent | | | Global presence and brand recognition | | | Comparable size based on annual revenue, system-wide revenue (approximately $60 billion(1)), market capitalization, Adjusted EBITDA, and number of Team Members |

  35. EXECUTIVE COMPENSATION PEER GROUP

    (1)System-wide revenue reflects estimated revenues of franchised properties, in addition to revenues from properties managed or leased by Hilton.

  36. 2025 PEER GROUP COMPANIES

    2025 PEER GROUP COMPANIES As part of its annual review in August 2025, the Committee evaluated and approved maintaining the existing peer group. The peer group consists of 17 hospitality, travel, and global consumer brands, and restaurants that have a similar corporate structure, global presence, brand recognition, and that compete with the Company for talent. This is the peer group the Committee referenced when determining 2025 base salaries, target annual cash incentives, and target LTI for our executive officers.

  37. 2025 PEER GROUP COMPANIES

    | | | | | Hospitality | Travel | Global Consumer Brands & Restaurants | | Hyatt Hotels Corporation Marriott International, Inc. Wyndham Hotels & Resorts, Inc. | Booking Holdings Inc. Carnival Corporation & plc Expedia Group, Inc. Las Vegas Sands Corp. MGM Resorts International Royal Caribbean Cruises Ltd. United Airlines Holdings, Inc. Wynn Resorts, Limited | Capital One Financial Corporation McDonald’s Corporation NIKE, Inc. Starbucks Corporation The Walt Disney Company YUM! Brands, Inc. |

  38. 2025 PEER GROUP COMPANIES

    | Hilton | PROXY STATEMENT | 25 |

  39. 2025 PEER GROUP COMPANIES

    | EXECUTIVE COMPENSATION PROGRAM OVERVIEW |

  40. 2025 PEER GROUP COMPANIES

    | Our NEOs | Christopher J. Nassetta President & Chief Executive Officer | Kevin J. Jacobs EVP, Chief Financial Officer | Christopher W. Silcock President, Global Brands & Commercial Services | Christian H. Charnaux EVP, Chief Development Officer | Laura A. Fuentes EVP, Chief Human Resources Officer & Head of HSM |

  41. EXECUTIVE COMPENSATION PROGRAM

    | Pay Elements | Form | Performance Measures and Key Characteristics | | | Base Salary (on page 26) | Cash | | •Provide a competitive fixed level of pay | | Annual Cash Incentives Maximum Payout: 2x target (on page 27) | Cash | Financial CEO: 50% Other NEOs: 40% | •Annual Adjusted EBITDA(1) | | | | Business Area & Organizational Strength CEO: 50% Other NEOs: 60% | •Business Area: Primarily based on quantitative financial and performance objectives •Organizational Strength: Travel with Purpose and Human Capital Management objectives (including our ongoing commitment to Team Member engagement and talent management efforts), as well as Customer Promise objectives (including providing guests with the most reliable and friendly stays) | | LTI (on page 30) | Equity | PSUs: 50% Maximum Payout: 2x target | •Adjusted EBITDA, Free Cash Flow ("FCF") per share, Net Unit Growth ("NUG") Compound Annual Growth Rate ("CAGR"), and RevPAR Index ("RPI") Growth •Vest at the end of a 3-year period | | | | RSUs: 25% | •Vest ratably over 2 years | | | | Stock Options: 25% | •Vest ratably over 3 years |

  42. PERFORMANCE-BASED INCENTIVES WITH RIGOROUS TARGETS

    | Factors Considered in Developing Performance Goals | | | Internal Factors | External Factors | | •Historical and current performance •Corporate strategy and key strategic priorities •Short- and long-term operating plans •Capital expenditure opportunities and decisions | •Global economic conditions and macroeconomic trends •Hospitality industry trends and outlook •Analyst and stockholder expectations •Market outlook and growth |

  43. PERFORMANCE-BASED INCENTIVES WITH RIGOROUS TARGETS

    For more information on the target setting for the annual cash incentive program and our PSUs, see "Annual Cash Incentive Program" section below and page 30, respectively.

  44. ANNUAL CASH INCENTIVE PROGRAM

    ANNUAL CASH INCENTIVE PROGRAM Our annual cash incentive program is designed to motivate executive officers to focus on strategic business results and initiatives and reward them for their results and achievements. At the beginning of the performance year, each NEO’s annual cash incentive award opportunity is based on pre-established performance objectives. Our CEO works with senior management to establish key strategic priorities ("KSPs"), which are then used to create the performance objectives. Each objective is given a specific weighting based on its scope, importance, and strategic relevance. The Committee then reviews and approves the objectives recommended for each NEO. Similar to last year, our 2025 program was based on three categories: financial performance, business area performance, and organizational strength objectives. Given the strategically and operationally diverse nature of our business, the mix of recommended objectives from within the business area performance and organizational strength categories is NEO-specific. After the end of the performance period, each objective is assessed and rated based on the level of achievement. Our finance and human resources departments review performance results against the predetermined objectives with the CEO. The CEO then reviews these results with the Committee and recommends payout amounts under the annual cash incentive plan for each of the NEOs, other than himself.

  45. ANNUAL CASH INCENTIVE PROGRAM

    | | | | | Achievement of Annual Cash Incentive Objectives | | | | | Base Salary | × | Annual Cash Incentive Target | × | Financial Performance | Business Area and Organizational Strength | = | Annual Cash Incentive Payout | | | | | | CEO: 50%; NEO: 40% | CEO: 50%; NEO: 60% | | |

  46. TARGET SETTING FOR ANNUAL CASH INCENTIVE PROGRAM

    TARGET SETTING FOR ANNUAL CASH INCENTIVE PROGRAM At the beginning of the performance year, the Committee established the target, threshold, and maximum levels of achievement. The Committee sets the primary financial performance objective, Adjusted EBITDA, based on Company and industry outlook for the year, as well as historical and projected growth rates for Hilton. The Adjusted EBITDA target is aligned with the Company’s annual operating plan and is designed so that target payout requires achievement of a high degree of business performance without encouraging excessive risk-taking. The non-financial objectives were set to drive performance on our KSPs. For 2025, the Adjusted EBITDA target was set higher than 2024 performance results. The financial and non-financial performance targets were set at levels that would be challenging and not certain to be met. In setting the performance range around target for the financial performance objective, the Committee considered 2024 performance results and industry and economic outlook for 2025, and set a payout range around target of 10%. Each NEO’s target annual cash incentive opportunity is set as a percentage of their base salary in effect at the end of the performance period. In 2025, the target percentages were 200% of base salary for the CEO and 100% of base salary for other NEOs. Threshold, target, and maximum annual incentive opportunities are approved annually by the Committee based on peer group benchmark data and the scope and impact the executive has on the Company’s overall results.

  47. TARGET SETTING FOR ANNUAL CASH INCENTIVE PROGRAM

    | | Performance Below Threshold | Performance at Threshold | Performance at Target | Performance at Maximum | | Annual Cash Incentive Payout as a % of Target Award | 0% | 50% | 100% | 200% |

  48. TARGET SETTING FOR ANNUAL CASH INCENTIVE PROGRAM

    | Hilton | PROXY STATEMENT | 27 |

  49. 2025 PERFORMANCE FOR ANNUAL CASH INCENTIVE PROGRAM

    2025 PERFORMANCE FOR ANNUAL CASH INCENTIVE PROGRAM

  50. 2025 PERFORMANCE FOR ANNUAL CASH INCENTIVE PROGRAM

    | Financial Performance Objective | | •Adjusted EBITDA is the key metric used to assess performance of our business over the short-term and is a common measure to compare our results across companies in the industry. Further, the Committee believes it provides useful information to investors about the Company, our financial condition, and the results of our operations. All NEOs have annual Adjusted EBITDA as the primary financial performance objective given its importance as a measure of short- and long-term financial performance in our business. |

  51. 2025 PERFORMANCE FOR ANNUAL CASH INCENTIVE PROGRAM

    For 2025, actual achievement was $3,725 million, which was slightly above 100% of the target goal and resulted in a payout equal to 101% of the target payout, as illustrated below(1):

  52. 2025 PERFORMANCE FOR ANNUAL CASH INCENTIVE PROGRAM

    | Metric | Threshold | Target | Maximum | 2025 Payout | | Adjusted EBITDA(1) | | | | 101% |

  53. 2025 PERFORMANCE FOR ANNUAL CASH INCENTIVE PROGRAM

    (1)To receive a payout based on annual Adjusted EBITDA, actual performance must exceed the threshold performance goal. NEOs were eligible to receive a threshold payout percentage, defined as 50% of the target award, if actual achievement was 90% of the target financial goal, and were eligible to receive the maximum payout percentage, defined as 200% of the target award, if actual achievement met or exceeded 110% of the target financial goal. For actual performance between the specified threshold, target, and maximum levels, the resulting payout percentage would have been adjusted on a linear basis.

  54. 2025 PERFORMANCE FOR ANNUAL CASH INCENTIVE PROGRAM

    | Business Area Performance and Organizational Strength Objectives | | •In addition to our financial performance objective, each NEO is measured on a mix of business area performance and organizational strength objectives, which are aligned to our KSPs. This mix is NEO-specific given the strategically and operationally diverse nature of our business. When setting objectives for each NEO, we use quantifiable measures wherever feasible and appropriate to measure outcomes in our business area performance and organizational strength categories. On average, approximately 80% of our annual cash incentive performance objectives include quantitative financial and performance measures. Listed below is a sample of the quantitative metrics used to measure achievement. |

  55. 2025 PERFORMANCE FOR ANNUAL CASH INCENTIVE PROGRAM

    | Business Area Performance Objectives | | | | | Win with our Customers | Enhance our Network Effect | | Maximize our Performance | | •Digital and Online Travel Agency Channel Mix Change •Hilton Honors Enrollment and Occupancy •U.S. Co-brand New Account Acquisition and Global Partner Remuneration | •Net Unit Growth •Progress on Approved Deals through Construction Starts •New Franchise and Management Agreements | | •HSM Adjusted EBITDA •Real Estate Adjusted EBITDA •RPI Growth •Owner Approved Budget Gross Operating Profit | | Organizational Strength Objectives | | | | | Lead with our Culture | | Win with our Customers | | | •Progress towards Travel with Purpose objectives •Advancement of talent management efforts | | •Customer Promise (including stay experience) | |

  56. 2025 PERFORMANCE FOR ANNUAL CASH INCENTIVE PROGRAM

    | CEO — BUSINESS AREA PERFORMANCE & ORGANIZATIONAL STRENGTH | | | Key Achievements | | | The CEO’s business area performance results represent achievements across the Company, including: | | | | Delivered significant value to stockholders and reached record-high stock price | | | Drove expansion of Hilton’s footprint to surpass 9,100 properties, with nearly 1.4M rooms across 143 countries and territories | | | Strengthened our value proposition for Hilton Honors members, including launching new program upgrades, and innovated to deliver reliable and friendly customer experiences | | | Continued to build an exceptional employee-centric culture that supports Team Members to grow and flourish in both their professional and personal lives |

  57. 2025 PERFORMANCE FOR ANNUAL CASH INCENTIVE PROGRAM

    | 28 | PROXY STATEMENT | Hilton |

  58. 2025 PERFORMANCE FOR ANNUAL CASH INCENTIVE PROGRAM

    | OTHER NEOs — BUSINESS AREA PERFORMANCE | | | | NEO | Key Achievements | | | Kevin J. Jacobs | | Drove free cash flow and maintained strong investor confidence, returning $3.3B to stockholders, the highest total capital return in our history | | | | Issued a total of $2.0B in senior notes, refinancing $1.0B of notes, with no material indebtedness maturing prior to 2027 | | | | Outperformed 1-year TSR against peer group companies and S&P 500 Hotels, Resorts & Cruise Lines Index by nearly 300 basis points | | Christopher W. Silcock | | Launched upgrades to the Hilton Honors program by introducing a faster path to higher tier status and a brand new ultra-premium tier, Diamond Reserve | | | | Successfully launched Outset Collection, debuted LivSmart, and earned recognition for our brands and many of our hotels through awards and rankings by Brand Finance, Travel + Leisure, and Condé Nast | | | | Achieved strong Hilton Honors performance, gaining 32M new members, bringing total membership to 243M, a 15% increase from prior year | | Christian H. Charnaux | | Drove approvals, delivering key deals across our portfolio, and construction starts, having more rooms under construction than any other hotel company | | | | Expanded Hilton’s national and global footprint – opening our 9,000th hotel, including the 1,000th hotel in our luxury and lifestyle portfolio | | | | Grew development pipeline to over 3,700 hotels, totaling 520,000+ rooms throughout 129 countries and territories including 26 countries and territories with no existing hotels in the Hilton portfolio | | Laura A. Fuentes | | Continued to amplify our award-winning culture, ranking #1 World's Best Workplace and #1 Best Workplace in 18 markets, including the United States | | | | Successfully executed on global HR strategy, innovating HR systems, and launching new programs while expanding others that led to high Team Member engagement and resulting retention | | | | Delivered on HSM Adjusted EBITDA, leveraged HSM to enhance on-property products and amenities, and mitigated tariff price increases |

  59. 2025 PERFORMANCE FOR ANNUAL CASH INCENTIVE PROGRAM

    | OTHER NEOs — ORGANIZATIONAL STRENGTH | | | Key Achievements | | | | Travel with Purpose Objectives: Evaluated based on progress towards our Travel with Purpose goals in each NEO’s business area(s). | | | Team Member Engagement and Talent Management: Evaluated based on (i) driving Team Member engagement and (ii) workforce planning objectives (e.g., succession planning, developing talent, and managing underperforming talent), with a scorecard approach to rating progress on each component. | | | Customer Promise: Evaluated based on the growth of overall guests' experience scores across our portfolio. |

  60. 2025 PERFORMANCE FOR ANNUAL CASH INCENTIVE PROGRAM

    Actual annual cash incentive awards were calculated by multiplying each NEO’s base salary as of December 31, 2025 by their respective target award potential, which was then adjusted by the combined achievement of the financial and business area & organizational strength performance objectives. For the year ended December 31, 2025, each NEO's target cash incentive opportunity and cash incentive award earned (as reflected in the "Non-Equity Incentive Plan Compensation" column of the Summary Compensation Table ("SCT")) is outlined in the table below.

  61. 2025 PERFORMANCE FOR ANNUAL CASH INCENTIVE PROGRAM

    | Name | Year-End Base Salary ($) | Target Annual Cash Incentive Opportunity as a Percentage of Base Salary (%) | Target Annual Cash Incentive Opportunity ($) | Actual Amount Earned as a Percentage of Target Payout | | | Actual Amount Earned Under Annual Cash Incentive Program ($) | | | | | | Payout Based on Financial Performance (%) | Payout Based on Business Area & Organizational Strength (%) | Total Payout as a Percentage of Target (%) | | | Christopher J. Nassetta | $1,300,000 | 200% | $2,600,000 | 101% | 128% | 114% | $2,974,111 | | Kevin J. Jacobs | $1,000,000 | 100% | $1,000,000 | 101% | 128% | 117% | $1,171,500 | | Christopher W. Silcock(1) | $906,266 | 100% | $906,266 | 94% | 111% | 104% | $946,867 | | Christian H. Charnaux(2) | $800,000 | 100% | $403,280 | 101% | 115% | 110% | $442,196 | | Laura A. Fuentes | $787,250 | 100% | $787,250 | 101% | 132% | 120% | $941,946 |

  62. 2025 PERFORMANCE FOR ANNUAL CASH INCENTIVE PROGRAM

    (1)For Mr. Silcock, the dollar amounts reported above were converted to USD as described under “Base Salary.” (2)Mr. Charnaux's target annual cash incentive opportunity was prorated to reflect the portion he worked in 2025 after rejoining Hilton in July 2025.

  63. 2025 PERFORMANCE FOR ANNUAL CASH INCENTIVE PROGRAM

    | Hilton | PROXY STATEMENT | 29 |

  64. Long-Term Incentive ("LTI") PROGRAM

    Long-Term Incentive ("LTI") PROGRAM The LTI program is designed to reward for future Company performance, align with the long-term interests of our stockholders, and retain executives over multi-year vesting periods. LTI compensation is awarded annually and provides an opportunity for executive officers and other key Team Members to increase their ownership interest in the Company through grants of equity-based awards.

  65. Long-Term Incentive ("LTI") PROGRAM

    | Grants under the LTI program are delivered using a blended equity portfolio, with 50% of the total LTI award amount for each NEO delivered in PSUs, 25% in RSUs, and 25% in stock options, as summarized in the chart on the right. PSUs cliff vest at the end of a three-year period while stock options and RSUs vest ratably over three and two years, respectively. •PSUs are the largest portion of the total equity award and incentivize our NEOs to achieve our most critical long-term objectives •Stock options align executives' interests with stockholders by providing value only if the Company's stock price increases above the option's exercise price, reinforcing pay for performance alignment •RSUs promote retention and increase executives' ownership interest in the Company | |

  66. Long-Term Incentive ("LTI") PROGRAM

    (1)PSUs and RSUs accrue dividend equivalents payable in cash following vesting, to the extent the underlying award vests. No dividend equivalents are paid unless the underlying PSUs or RSUs vest.

  67. 2025 LTI TARGETS

    2025 LTI TARGETS In February 2025, the Committee granted target LTI awards reflective of Company and individual performance, as set forth in the table below. Each NEO’s target LTI opportunity is approved annually, or upon hire, by the Committee after considering level of pay relative to peer group benchmark data and internal equity and the scope and impact the executive has on the Company’s overall results, as applicable. The Committee generally delivers the majority of any increase to target compensation in the form of LTI, because target LTI opportunity is the pay element most aligned with stockholder value over the long term. The LTI program is designed to retain executives over multi-year periods, which is reflected by the long tenure of many of the executives below, who average more than a decade of service with Hilton.

  68. 2025 LTI TARGETS

    | Name | 2024 Target Long-Term Incentive(2) ($) | 2025 Target Long-Term Incentive(2) ($) | | Christopher J. Nassetta | $23,100,000 | $23,100,000 | | Kevin J. Jacobs | $6,840,000 | $6,840,000 | | Christopher W. Silcock | $4,541,363 | $4,992,488 | | Christian H. Charnaux(3) | N/A | $2,700,000 | | Laura A. Fuentes | $2,479,000 | $2,725,500 |

  69. 2025 LTI TARGETS

    (2)The dollar values above represent the nominal amounts used to determine the number of PSUs, RSUs, and stock options granted. For the grant date fair value of the 2025 awards computed in accordance with FASB ASC Topic 718, see the SCT and "Grants of Plan-Based Awards." (3)Mr. Charnaux rejoined Hilton in July 2025.

  70. TARGET SETTING FOR PSUs

    TARGET SETTING FOR PSUs Our PSU targets are aligned with our long-term strategic and financial priorities and are designed so that a target payout requires achievement of stretch goals at the end of a three-year period. For 2025 targets, the Committee considered the performance level necessary to achieve strong market share, grow our global footprint while maintaining quality, utilize our balance sheet for only highly strategic investments and have disciplined use of capital expenditures, and management of general and administrative expenses through relentless prioritization. When setting targets, the Committee takes into consideration historical performance, as well as the results of our comprehensive budgeting and forecasting process. The forecasting process is extensive and our modeling takes into account upside and downside scenarios, and sensitivity analysis. The Committee was focused on setting a target that would be appropriately challenging, and continued to set threshold and maximum based on the sensitivities of each metric, ranging from 10% to 30% or more around target, making it more difficult to achieve maximum payout.

  71. TARGET SETTING FOR PSUs

    | 30 | PROXY STATEMENT | Hilton |

  72. PSUs GRANTED IN 2025

    PSUs GRANTED IN 2025 For the PSUs granted in February 2025, the Committee chose four equally weighted metrics as performance measures, consistent with those selected in 2024: Adjusted EBITDA, FCF per share, NUG CAGR, and RPI Growth. The Committee selected these metrics, which represent key performance indicators used by the Company and our stockholders to provide a foundation for long-term growth and promote long-term stockholder value creation, as described in greater detail below. All of the PSUs granted in 2025 vest at the end of a three-year period beginning on January 1, 2025 and ending on December 31, 2027. The Committee will determine the number of PSUs earned based on the level of achievement of each of the four performance measures after the performance period is complete. Based on the level of achievement, the percentage of the award earned can range from 0% to 200% of target. We will disclose the achievement results and any payouts, along with retroactively disclosing the targets for the metrics that do not cause competitive harm, after the awards vest.

  73. PSUs GRANTED IN 2025

    | Metric | Weighting | Why We Selected These Metrics | Performance Period(1) | | Adjusted EBITDA(2) | 25% | Adjusted EBITDA is among the measures used by the Company to evaluate its financial condition and results of operations on a comparable period-over-period basis and to make day-to-day operating decisions. It is also a measure frequently used by securities analysts, investors, and other interested parties as a common performance measure to compare results or estimate valuations across companies in the industry. The 2027 Adjusted EBITDA differs from the annual cash incentive program as it focuses on driving long-term profitability and sustained performance. | Final-year measurement (3rd year of period: January 1, 2027 - December 31, 2027) | | FCF per share(3) | 25% | FCF measures the Company’s ability to generate cash from its operations to allow for the return of capital to stockholders in the form of dividends or share repurchases and FCF per share emphasizes Company performance and value creation through disciplined capital allocation over the long term. It is also a measure used by securities analysts, investors, and other interested parties as a common performance measure to compare results or estimate valuations across companies in the industry. | Final-year measurement (3rd year of period: January 1, 2027 - December 31, 2027) | | NUG CAGR(4) | 25% | NUG focuses on one of the Company’s strategic objectives, the continued expansion of its global presence and fee-based business. We believe it is an important operational growth driver and meaningful measure for many investors. | Three-year measurement (January 1, 2025 - December 31, 2027) | | RPI Growth(5) | 25% | RevPAR correlates to two key drivers of operations at a hotel or group of hotels: occupancy and average daily rate. RevPAR Index measures a hotel's relative share of its segment’s RevPAR and indicates whether the Company’s hotels have outperformed other hotels in its competitive set. We also believe it demonstrates to hotel owners the strength of our brands. | Final-year measurement (3rd year of period: January 1, 2027 - December 31, 2027) |

  74. PSUs GRANTED IN 2025

    (1)We have continued our historical practice of using a performance period that ends after three years for PSUs. The NUG CAGR metric is based on a three-year performance measurement period. The Adjusted EBITDA, FCF per share, and RPI Growth metrics are based on a final-year measurement after three years. The Committee considers final-year measurement attributable to a three-year period because the target level was determined after modeling the performance that we would need to achieve over the entire three-year period in order to be positioned to attain final-year goals. (2)Adjusted EBITDA is calculated as set forth in "Part II—Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” of our Annual Report on Form 10-K for the fiscal year ended December 31, 2025. (3)FCF per share is calculated as: (a) net cash provided by (used in) operating activities reported in accordance with GAAP, less (b) capital expenditures as disclosed by the Company in reports filed with or furnished to the SEC, plus (c) costs and expenses, including tax payments, relating to asset purchases and disposals, less (d) the net impact on annual adjusted free cash flow resulting from any loyalty program advanced point sales and less (e) the impact of other non-recurring cash items; the result of which is divided by (f) the reported diluted weighted average number of shares outstanding for the calendar year being measured. (4)NUG represents the Company’s management and franchise hotel portfolio room growth over a specified period, calculated as the total management and franchise hotel room count as of the end of the performance period less the count at the beginning of the performance period, excluding the impact of any portfolio acquisition or disposition and any transfers between ownership type. NUG CAGR means the compound annual growth rate at which the total management and franchise hotel room count for the final year of the performance period grew relative to the first year of the performance period, assuming a steady growth rate. (5)RevPAR is calculated by dividing hotel room revenue by the total number of room nights available to guests for a given period. RevPAR Index is calculated as the weighted average of the Company’s relative share of RevPAR compared to each hotel’s competitive set, as calculated by STR, Inc. and related institutions, for the Company’s comparable hotels as of the end of the period. RevPAR Index Growth is calculated as the RevPAR Index for the final year of the performance period less the RevPAR Index for the year preceding, using the Company’s comparable hotels as of the end of the performance period.

  75. PSUs GRANTED IN 2025

    | Hilton | PROXY STATEMENT | 31 |

  76. PAYOUT OF 2023 PSUs

    PAYOUT OF 2023 PSUs In February 2026, the Committee certified performance at 117% of target based on the performance level achieved through December 31, 2025, as illustrated below.

  77. PAYOUT OF 2023 PSUs

    | Metric | Weighting | Threshold | Target | Maximum | 2023 PSU Payout | | | | (50% Payout) | (100% Payout) | (200% Payout) | | | Adjusted EBITDA | | | | | 140% | | FCF Per Share | | | | | 121% | | NUG CAGR | | | | | 145% | | RPI Growth(1) | | | | | 60% | | | Total 2023 PSU Payout: 117% | | | | |

  78. PAYOUT OF 2023 PSUs

    (1)Amounts for RPI Growth are not disclosed as doing so could create competitive harm. We have retroactively disclosed the targets for three of the 2023 PSU metrics (Adjusted EBITDA, NUG CAGR, and FCF per Share). At this time, the Board has determined that disclosing the targets for RPI Growth, even retroactively, could create competitive harm. We commit to disclosing targets retroactively at such time that disclosures would not create competitive harm.

  79. PAYOUT OF 2023 PSUs

    | 32 | PROXY STATEMENT | Hilton |

  80. PENSION BENEFITS

    PENSION BENEFITS Mr. Silcock participates in a defined benefit pension plan, the Hilton U.K. Pension Plan (the "U.K. Pension Plan"), because of his service in the U.K. Mr. Silcock ceased further pensionable service under the U.K. Pension Plan in 2009. See "2025 Pension Benefits" for a description of these defined benefit pension plans.

  81. PENSION BENEFITS

    | Hilton | PROXY STATEMENT | 33 |

  82. PENSION BENEFITS

    | RISK AND GOVERNANCE |

  83. KEY EXECUTIVE COMPENSATION PRACTICES

    | What We Do: | | | | Emphasize long-term performance – Our LTI program is designed to focus executives on long-term stockholder value and emphasize achievement of strategic objectives over the next several years. | | | Engage an independent compensation consultant – The Committee’s consultant does not provide any other services to the Company. | | | Apply double trigger vesting in the event of a change in control – Cash severance benefits are payable and vesting of equity awards is accelerated only upon a “double trigger,” meaning when an executive’s employment is terminated following a change in control. | | | Provide limited perquisites – Our NEOs receive perquisites consistent with industry practices and, in addition, participate in the same Company-wide plans and programs offered to all eligible Team Members. We do not provide club memberships or personal financial or tax advice. | | | Apply a clawback policy – The Committee will recover erroneous incentive compensation paid or awarded based on financial measures that are required to be restated. | | | Evaluate share utilization – The Committee annually reviews share utilization, burn rate, and dilution levels resulting from our compensation practices to ensure they remain within acceptable levels. | | | Establish caps on maximum payouts – The Committee sets maximum amounts that may be payable for annual cash incentive compensation and long-term PSUs. | | | Robust stock ownership guidelines – Our executives have robust stock ownership guidelines in place; our CEO is expected to own 8 times base salary and our NEOs are expected to own 3 times base salary. |

  84. KEY EXECUTIVE COMPENSATION PRACTICES

    | What We Do Not Do: | | | | Provide employment agreements (unless required by local law outside the U.S.) or individual change in control agreements for our NEOs – The Committee has determined that employment agreements are not necessary to attract members of our executive team. | | | Allow pledging, hedging, or short-sale transactions – Per our Insider Trading Policy, all covered persons (including officers and directors) are prohibited from purchasing Company securities on margin or pledging Company securities as collateral. Further, we do not permit short sales or the purchase or sale of derivative instruments based on the Company’s securities. | | | Reprice or buyout underwater stock options – Our Incentive Plans do not permit the repricing or substitution of underwater stock options except with stockholder approval. Our Incentive Plans also do not permit the grant of stock options with below-market exercise prices, except in connection with certain corporate transactions. | | | Pay dividends or dividend equivalents on any unvested equity awards prior to vesting – Our Incentive Plans and associated award agreements prohibit the payment and delivery of dividends and dividend equivalents on unvested RSUs and PSUs, unless and until the underlying award vests. | | | Provide tax gross-ups – We do not provide tax gross-ups, other than in accordance with our standard relocation policy. |

  85. STOCK AWARD GRANTING POLICY

    STOCK AWARD GRANTING POLICY The annual grant of stock-based awards to our NEOs is approved on the date of the first regularly scheduled Committee meeting of the calendar year (typically held in the first quarter). In addition to annual awards, other grants may be awarded at other times: (i) to attract new hires; (ii) to recognize Team Members for special achievements or for retention purposes; (iii) to new Team Members as a result of the acquisition of another company; or (iv) as may be desirable and prudent in other special circumstances. The exercise price of stock options is the closing market price of our common stock on the date of grant. We monitor and periodically review our equity grant policies to ensure compliance with plan rules and applicable law. We do not have a program, plan, or practice to time our equity grants in coordination with the release of material, non-public information. During the last fiscal year, neither the Board nor the Committee took material, nonpublic information into account when determining the timing or terms of stock-based awards, nor did the Company time the disclosure of material, nonpublic information for the purpose of affecting the value of executive compensation. As required by Item 402(x) of the Securities Exchange Act of 1934, the following table presents information regarding stock options issued to our NEOs in 2025 during any period beginning four business days before the filing of Form 10-K or Form 10-Q, or the filing or furnishing of a Form 8-K that discloses material, nonpublic information (other than a Form 8-K disclosing a material new option grant under Item 5.02(e)), and ending one business day after the filing or furnishing of such report with the SEC.

  86. COMPENSATION COMMITTEE REPORT

    | Name | Year | Salary(1) ($) | Bonus(2) ($) | Stock Awards(3)(4) ($) | Option Awards(3) ($) | Non-Equity Incentive Plan Compensation ($) | Change in Pension Value & Nonqualified Deferred Compensation Earnings(5) ($) | All Other Compensation(4)(6) ($) | Total ($) | | Christopher J. Nassetta President & Chief Executive Officer | 2025 | $1,300,000 | — | $17,324,722 | $5,774,961 | $2,974,111 | — | $300,606 | $27,674,400 | | | 2024 | $1,300,000 | — | $17,324,770 | $5,774,955 | $3,221,400 | — | $336,842 | $27,957,967 | | | 2023 | $1,300,000 | — | $16,312,319 | $5,437,461 | $2,776,998 | — | $729,686 | $26,556,464 | | Kevin J. Jacobs EVP, Chief Financial Officer | 2025 | $1,000,000 | — | $5,129,662 | $1,709,987 | $1,171,500 | — | $18,285 | $9,029,434 | | | 2024 | $1,000,000 | — | $5,129,594 | $1,710,000 | $1,241,200 | — | $13,800 | $9,094,594 | | | 2023 | $990,385 | — | $4,874,852 | $1,624,955 | $1,386,503 | — | $57,226 | $8,933,921 | | Christopher W. Silcock(7) President, Global Brands & Commercial Services | 2025 | $901,150 | — | $3,744,254 | $1,248,049 | $946,867 | $27,000 | $292,951 | $7,160,271 | | | 2024 | $831,624 | — | $3,405,724 | $1,135,298 | $947,993 | — | $287,141 | $6,607,779 | | | 2023 | $705,167 | — | $2,531,573 | $843,869 | $1,020,282 | $51,000 | $258,902 | $5,410,793 | | Christian H. Charnaux EVP, Chief Development Officer | 2025 | $366,154 | $250,000 | $4,524,528 | $674,988 | $442,196 | — | $471,189 | $6,729,055 | | Laura A. Fuentes EVP, Chief Human Resources Officer & Head of HSM | 2025 | $782,106 | — | $2,043,781 | $681,372 | $941,946 | — | $28,119 | $4,477,324 | | | 2024 | $754,875 | — | $1,859,095 | $619,733 | $962,945 | — | $13,800 | $4,210,448 | | | 2023 | $725,813 | — | $1,640,398 | $546,849 | $1,068,724 | — | $16,950 | $3,998,734 |

  87. COMPENSATION COMMITTEE REPORT

    | POTENTIAL PAYMENTS UPON TERMINATION OR CIC |

  88. PAY VERSUS PERFORMANCE

    PAY VERSUS PERFORMANCE The illustrations that follow present the relationships between: (i) CAP and TSR, (ii) CAP and net income, (iii) CAP and Adjusted EBITDA, and (iv) TSR and Peer Group TSR, as disclosed in the table above. The changes in CAP to our CEO were primarily driven by our stock price, which increased 16% in 2025 from 2024, increased 36% in 2024 from 2023, increased 44% in 2023 from 2022, and decreased 19% in 2022 from 2021, as well as our changes in the projected achievement of our PSUs, which, on average increased in 2021 through 2024 and decreased in 2025. Further, our PSUs are based on management's best estimate of the projected achievement of our performance metrics at the end of each performance period and therefore may not consistently correlate with the Company's financial performance in the respective covered year. The tabular list that follows indicates the performance measures that we believe represent the most important measures we use to link CAP to company performance for the most recently completed fiscal year:

  89. PAY VERSUS PERFORMANCE

    | Performance Measures | | Adjusted EBITDA | | FCF Per Share | | Net Unit Growth | | RevPAR Index | | Stock Price |

  90. PAY VERSUS PERFORMANCE

    | 46 | PROXY STATEMENT | Hilton |

  91. PAY VERSUS PERFORMANCE

    In March 2026, upon the recommendation of the Committee, our Board unanimously approved the Hilton Amended and Restated 2017 Omnibus Incentive Plan (the “Amended Plan”). Stockholders are being asked to consider and approve the Amended Plan. The Amended Plan will allow us to continue granting equity-based and cash-based awards to executive officers, directors, and other key Team Members to properly incentivize such individuals by aligning their interests with the interests of the Company’s stockholders. The Company has granted equity-based and cash-based incentive awards under the existing Hilton 2017 Omnibus Incentive Plan (the “Existing Plan”) since 2017, however, the Existing Plan is currently scheduled to expire in April 2027. If the Amended Plan is not approved by stockholders at the Annual Meeting, then the Existing Plan will expire by its terms, and the Company will be unable to grant equity-based awards to our key executive officers, directors, and Team Members thereafter. As of March 20, 2026, 8,716,712 shares of common stock (the “Remaining Reserve”) remained available for future grants of equity-based awards under the Existing Plan. The proposed Amended Plan will have a remaining reserve of up to 9,562,712 shares of common stock, which represents an increase of 846,000 shares of common stock above the current Remaining Reserve. The Amended Plan is substantially similar to the Existing Plan, except for the following primary changes: •the term of the plan has been extended for another 10 years (i.e., until May 14, 2036); •846,000 shares have been added to the Remaining Reserve under the plan; •certain “liberal share recycling” features have been removed; •certain legacy provisions and annual limitations on certain types of award grants that had been intended to address the former performance-based compensation requirements under Section 162(m) of the Internal Revenue Code (“Section 162(m)”), which are no longer applicable under current law, have been removed; and •other technical edits and updates have been made that are intended to help conform the plan to best practices.

  92. PAY VERSUS PERFORMANCE

    | DESCRIPTION AND PURPOSE OF THE AMENDED PLAN |

  93. PAY VERSUS PERFORMANCE

    | The Amended Plan design allows the Company to | •Align Team Members and stockholder interests to create stockholder value •Attract, retain, and motivate highly qualified Team Members and non-employee directors to ensure the Company’s continued success •Drive long-term financial and operational performance •Adapt to evolving best practices in compensation •Ensure the Company’s equity-based compensation remains competitive, market-aligned, and responsive to changes in the business landscape |

  94. PAY VERSUS PERFORMANCE

    | HIGHLIGHTS OF THE AMENDED PLAN |

  95. PAY VERSUS PERFORMANCE

    The Amended Plan continues many of the key corporate governance features that are currently included in the Existing Plan, but these existing features have been refined to reflect market and evolving corporate governance best practices. These changes are intended to align the Amended Plan with prevailing governance practices and provide greater transparency regarding potential dilution to stockholders. Key features of the Amended Plan are highlighted below and are substantially similar to the Existing Plan (with notable changes described above).

  96. PAY VERSUS PERFORMANCE

    | The Amended Plan does: | | | | Provide for a minimum one-year vesting period, subject to a 5% carve-out and exceptions for CIC, death, disability, certain director awards, retirement, or involuntary or constructive terminations without cause | | | Contain a limit on the value of cash and equity-based awards that may be granted to individual non-employee directors in a year | | | Provide for forfeiture or clawback of awards under certain circumstances | | | Provide for administration by a committee of the Board consisting entirely of independent directors | | The Amended Plan does not: | | | | Permit direct or indirect repricing of underwater stock options without stockholder approval | | | Permit the grant of options with below-market exercise prices other than in connection with substitute awards | | | Contain any “evergreen” provisions that automatically add additional shares to the plan pool | | | Permit the grant of reload options | | | Provide for loans to pay exercise prices or taxes | | | Permit us to pay and deliver dividends or dividend equivalents for unvested equity awards |

  97. PAY VERSUS PERFORMANCE

    | Hilton | PROXY STATEMENT | 47 |

  98. PAY VERSUS PERFORMANCE

    | | Permit us to pay dividends or dividend equivalents on outstanding stock options or stock appreciation rights ("SARs") | | | Permit the recycling of shares withheld or surrendered to pay the exercise price of an option or cover the strike price of a SAR or to satisfy related tax withholding obligations | | | Permit the recycling of shares repurchased by the Company using option or SAR exercise proceeds | | | Permit the recycling of shares underlying awards that are settled in cash (which were eligible for settlement in shares) |

  99. PAY VERSUS PERFORMANCE

    | THE AMENDED PLAN TERMS |

  100. PAY VERSUS PERFORMANCE

    Upon approval by stockholders, the Amended Plan will supersede the Existing Plan. We believe that the number of shares of our common stock requested to be reserved for equity-based awards under the Amended Plan represents a reasonable amount of potential equity dilution and will allow us to continue granting equity-based awards, which are an important component of our overall compensation program. Shares of common stock issued under the Amended Plan may come from newly issued, treasury, or reacquired shares, or any combination thereof.

  101. PAY VERSUS PERFORMANCE

    | EQUITY AWARD INFORMATION |

  102. PAY VERSUS PERFORMANCE

    In reaching our conclusion as to the appropriateness of the number of shares of common stock requested to be reserved for equity-based awards under the Amended Plan, we reviewed key metrics that are typically used to evaluate such recommendations including run rate and dilution. The table below illustrates our historical grant practices under the Existing Plan:

  103. PAY VERSUS PERFORMANCE

    | Existing Plan Grant Details for Prior 3 Years | | | | | | | | | Year | Stock Options Granted (#) | RSUs Granted (Stock-Settled) (#) | DSUs Granted (#) | Performance- Based RSUs Earned (Stock-Settled) (#) | Total Granted (Stock-Settled) (#) | Weighted Average Shares Outstanding (#) | Run Rate(1) = Total Granted/Weighted Average Shares Outstanding | | 2025 | 220,104 | 398,102 | 10,094 | 310,587 | 938,887 | 235,943,258 | 0.40% | | 2024 | 264,319 | 473,061 | 9,184 | 461,872 | 1,208,436 | 247,649,807 | 0.49% | | 2023 | 341,275 | 603,968 | 10,936 | 492,648 | 1,448,827 | 261,525,255 | 0.55% | | 3-Year Average | 275,233 | 491,710 | 10,071 | 421,702 | 1,198,717 | 248,372,773 | 0.48% |

  104. PAY VERSUS PERFORMANCE

    (1)Run rate measures how rapidly we are using the share pool under an incentive plan before taking into account shares returned to the share pool. For purposes of this calculation, the number of shares of common stock outstanding was based on the weighted average shares outstanding during each respective fiscal year as reported in Note 16: "Earnings Per Share" of the audited consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025.

  105. PAY VERSUS PERFORMANCE

    | | Actual (as of March 20, 2026) | | (a) Remaining authorized but unissued shares under the Existing Plan | 8,716,712 | | (b) Proposed incremental number of new shares under the Amended Plan | 846,000 | | (c) Shares subject to outstanding awards (excluding shares subject to stock options) | 1,238,389 | | (d) Shares underlying stock options subject to outstanding awards | 2,490,807 | | — Weighted average exercise price | $147.41 | | — Weighted average remaining term | 5.57 | | (e) Total awards outstanding (c+d) | 3,729,196 | | (f) Number of shares of common stock outstanding | 228,795,935 | | (g) Proposed new shares under the Amended Plan as a % of common stock Outstanding (b ÷ f) | 0.37% | | (h) Total Potential Dilution ((a+b+e) / (a+b+e+f)) | 5.49% |

  106. PAY VERSUS PERFORMANCE

    | SUMMARY OF THE AMENDED PLAN |

  107. PAY VERSUS PERFORMANCE

    This section summarizes the Amended Plan, and is qualified in its entirety by the full text of the Amended Plan, which is included as Annex B. Capitalized terms used below and not defined in this Proposal No. 5 are as defined in the Amended Plan.

  108. PAY VERSUS PERFORMANCE

    | Eligible Participants | •Any Team Member, director, officer, consultant, advisor, or other service provider to the Company or one of its subsidiaries (“Company Group”) (excluding, generally, Team Members covered by a collective bargaining agreement) selected by the Committee is eligible to receive awards under the Amended Plan. •As of March 20, 2026, there were approximately 3,000 persons eligible to participate in the Amended Plan. •We anticipate that future participation by Team Members and other individuals will be at levels similar to their past participation under the Existing Plan. |

  109. PAY VERSUS PERFORMANCE

    | 48 | PROXY STATEMENT | Hilton |

  110. PAY VERSUS PERFORMANCE

    | Administration | The Amended Plan is administered by the Committee. All members of the Committee are non-employee directors of the Company. The Committee has broad discretion to determine the individuals eligible for awards and the size, type, and terms of awards to be granted and to interpret the provisions of the Amended Plan. The Committee does not have discretion to accelerate minimum vesting except in the case of a CIC, death, disability, certain director awards, retirement, or involuntary or constructive terminations without cause which are intended to reflect customary market treatment. | | Shares Available Under the Amended Plan | The Amended Plan has a pool of approximately 15,846,000 (inclusive of awards previously granted under the plan) which may be granted subject to awards described below. •Shares subject to awards under the Amended Plan (or under the Company's predecessor stock plan) that expire, terminate, are cancelled, or forfeited will again become available for issuance under the Amended Plan. •Shares subject to an award (other than an option or SAR) that are withheld in payment of taxes relating to the award, and not delivered to a participant, will be made again available for issuance under the Amended Plan. •No more than 15,846,000 shares may be granted subject to incentive stock options. | | Types of Awards | The Amended Plan allows for the granting of stock options (both non-qualified and incentive), SARs, restricted stock, restricted stock units, cash and stock-based performance compensation awards, dividend equivalents, and other stock-based awards. •The Committee has the authority to grant and set the terms and conditions of awards made to participants, so long as such awards and the terms and conditions thereof are consistent with the provisions of the Amended Plan. •Awards under the Amended Plan may be paid in cash, common shares, or as determined by the Committee. | | Annual Award Limits (Non-Employee Directors) | No non-employee director may be granted equity-based awards under the Amended Plan in any one fiscal year for services as a non-employee director with an aggregate fair market value (determined on the award grant date) in excess of $1 million (taken together with any cash fees paid to the non-employee director during the fiscal year). | | Minimum Vesting Condition | Except as provided below, all awards will have a minimum vesting condition of at least one year from the date of grant. This minimum vesting condition does not apply to awards (i) granted in connection with a CIC, (ii) as a result of a participant’s death or disability, (iii) granted to non-employee directors, which may vest on the earlier of the one-year anniversary of the date of grant or the Company’s next Annual Meeting, provided such vesting occurs no sooner than 50 weeks after the date of grant, or (iv) as a result of a participant’s retirement or involuntary or constructive termination without cause. Further, awards covering up to a maximum of five percent (5%) of the aggregate number of shares available for issuance under the Amended Plan may be issued without regard to any minimum vesting period requirements. | | Stock Options and SARs | •A stock option is the right to purchase a specified number of shares of our common stock for a fixed exercise price and a SAR is the right to receive cash, common stock, or other property based on the increase in the value of a number of shares underlying the award over a fixed exercise price. •Stock options and SARs must have an exercise price of no less than fair market value on the date of grant for awards, subject to a limited exception for awards assumed by the Company in corporate transactions. •Fair market value of a share of common stock on a given date is determined by the closing price as reported on the NYSE on such date. •Stock options and SARs may not have a term longer than ten years. | | Restricted Stock and Restricted Stock Units | •Restricted stock is an award of shares of common stock which is subject to vesting conditions as determined by the Committee. •A participant who has received an award of restricted stock has the right to vote and to accrue dividends on the underlying unvested shares; provided that no dividends will be payable with respect to an award of restricted stock unless and until the applicable vesting restrictions have lapsed, and in no event prior thereto. No dividends will be paid on unvested shares which are forfeited. •Restricted stock units are awards that represent the right to receive, upon the expiration of the applicable restricted period, shares of common stock or cash which will vest as determined by the Committee. •A participant who has received an award of restricted stock units will have no right to vote the underlying shares but may receive dividend equivalents if determined by the Committee in an award agreement or otherwise; provided that no dividend equivalents will be payable with respect to an award of restricted stock units unless and until the applicable vesting restrictions have lapsed and the restricted stock units have settled, and in no event prior thereto. No dividend equivalents will be paid on restricted stock units which are forfeited. | | Performance Compensation Awards | Performance compensation awards are amounts payable in shares of common stock or cash (as granted), with the amount of the award based on the degree to which performance objectives are achieved during a specified period, subject to determination of performance results by the Committee. |

  111. PAY VERSUS PERFORMANCE

    | Hilton | PROXY STATEMENT | 49 |

  112. PAY VERSUS PERFORMANCE

    | Performance Criteria | Specific performance criteria for purposes of performance compensation awards may include, but are not limited to, one or more of the following, as determined by the Committee. Such performance criteria may be determined in accordance with GAAP or on a non-GAAP basis and may relate to performance of the Company (and/or one or more members of the Company Group, divisions or operational and/or business units, product lines, brands, business segments, administrative departments, or any combination of the foregoing): net earnings or net income (before or after taxes); basic or diluted earnings per share (before or after taxes); net revenue or net revenue growth; gross revenue or gross revenue growth, gross profit or gross profit growth; net operating profit (before or after taxes); return measures (including, but not limited to, return on investment, assets, capital, employed capital, invested capital, equity, or sales); cashflow and/or growth measures (including, but not limited to, gross or adjusted cash flow, operating cash flow, free cash flow, and cash flow return on capital), which may but are not required to be measured on a per share basis; earnings before or after interest, taxes, depreciation, and/or amortization (including EBIT, EBITDA, and adjusted EBITDA); gross or net operating margins; productivity ratios; share price (including, but not limited to, growth measures and total stockholder return); expense targets or cost reduction goals, general and administrative expense savings; operating efficiency; objective measures of customer satisfaction; working capital targets; measures of economic value added or other ‘value creation’ metrics; inventory control; enterprise value; sales; stockholder return; competitive market metrics; employee retention; timely completion of new product rollouts; timely opening of new facilities; objective measures of personal targets, goals or completion of projects (including, but not limited to succession and hiring projects, completion of specific acquisitions, dispositions, reorganizations or other corporate transactions or capital-raising transactions, expansions of specific business operations, and meeting divisional or project budgets); system-wide revenues; franchise and/or royalty income; comparisons of continuing operations to other operations; market share; cost of capital, debt leverage year-end cash position, or book value; strategic objectives, development of new product lines and related revenue, sales and margin targets; franchisee growth and retention, co-branding or international operations; management fee or licensing fee growth; capital expenditures; guest satisfaction; RevPAR (revenue per available room); any combination of the foregoing. Following the completion of a Performance Period, the Committee will review and determine whether and to what extent the relevant performance goals have been achieved, in order to calculate the amount of the performance compensation awards earned for the period based on the applicable formula(e). | | Other Equity-Based Awards | The Committee may grant other equity-based awards under the Amended Plan, with terms and conditions that are consistent with the Amended Plan. | | Dividends and Dividend Equivalents | •The Committee may, in its sole discretion, provide part of an award with dividends, dividend equivalents, or similar payments in respect of awards, with such terms and conditions as may be determined by the Committee in its sole discretion; provided, that no dividend equivalents will be payable in respect of (i) outstanding stock options or SARs, whether vested or unvested, or (ii) any unvested awards. •To the extent provided in the applicable award agreement or otherwise, holders of restricted stock units will be credited with dividend equivalent payments in cash (unless the Committee elects to credit such payments in shares of common stock or additional restricted stock units) without interest (unless otherwise determined by the Committee), which will be payable at the same time as the underlying restricted stock units are settled, and in no event prior thereto. There is no right to dividend equivalent payments (or earnings or interest thereon, if applicable) prior to the settlement date. | | Transferability | An award will not be transferable or assignable by a participant other than by will or by the laws of descent and distribution and any such purported assignment, alienation, pledge, attachment, sale, transfer, or encumbrance will be void and unenforceable against us or any affiliate (unless such a transfer is specifically required pursuant to a domestic relations order or by an applicable law). | | Clawback/Repayment | All awards are subject to reduction, cancellation, forfeiture, or recoupment to the extent necessary to comply with (i) any clawback, forfeiture, or other similar policy adopted by our Board or the Committee as in effect from time to time, and (ii) applicable law. | | Detrimental Activity | If a participant has engaged in any Detrimental Activity, as determined by the Committee, the Committee may, in its sole discretion, provide for one or both of the following: (i) cancellation of any or all of such participant’s outstanding awards; or (ii) forfeiture by the participant of any gain realized on the vesting or exercise of awards and prompt repayment to the Company of any such gain. | | Corporate Events/CIC | The Amended Plan provides that in the event of specified corporate transactions or changes in corporate capitalization, including a CIC, the Committee will make appropriate changes to the terms of the Amended Plan (e.g., the maximum number or kind of shares that may be issued under the Amended Plan and the individual limits) and the outstanding awards. Except as otherwise provided in an award agreement, in connection with a CIC, the Committee may provide for any one or more of the following: (i) substitution or assumption of, accelerated vesting, exercisability, or lapse of restrictions on, or termination of any awards, or provide for a period of time to exercise outstanding awards following the occurrence of such event; (ii) cancellation and cash out of any one or more outstanding awards in accordance with the terms set forth in the Amended Plan; and (iii) subject to any limitations or reductions as may be necessary to comply with Section 409A of the Internal Revenue Code ("Section 409A"), conversion or replacement of any unvested award that is not vested as of the occurrence of such event into or with the right to receive a payment, based on the value of the award, which is subject to continued vesting on the same basis as the vesting requirements applicable to such converted or replaced award. |

  113. PAY VERSUS PERFORMANCE

    | 50 | PROXY STATEMENT | Hilton |

  114. PAY VERSUS PERFORMANCE

    | Tax Withholding | The exercise or payment of awards and the issuance of shares under the Amended Plan are conditioned upon a participant making arrangements for the satisfaction of any liability to withhold federal, state, local, or foreign income or other taxes. The Committee may (but is not obligated to), in its sole discretion, provide that participants satisfy all or any portion of the applicable income or other taxes with respect to an award through delivery of shares by the participant to the Company, or by the Company’s withholding shares otherwise issuable to participant pursuant to such award. | | Plan/Award Agreement Amendment/Termination | The Amended Plan may be amended or terminated in whole or in part at any time by the Board; provided, however, that no amendment may be made without stockholder approval if (i) such approval is necessary to comply with any regulatory requirement applicable to the Amended Plan or for changes in GAAP to new accounting standards, (ii) it would materially increase the number of securities which may be issued under the Amended Plan (except for adjustments in connection with certain corporate events), or (iii) it would materially modify the requirements for participation in the Amended Plan; provided further, that any amendment or termination that would materially and adversely affect the rights of any participant or any holder or beneficiary of any award will not to that extent be effective without such individual’s consent. The Committee may also, to the extent consistent with the terms of any applicable award agreement, waive any conditions or rights under, amend any terms of, or cancel or terminate, any award granted or the associated award agreement, prospectively or retroactively, subject to the consent of the affected participant if any such waiver, amendment, cancellation, or termination would materially and adversely affect the rights of any participant with respect to such award. However, without stockholder approval, except as otherwise permitted in the Amended Plan, (i) no amendment or modification may reduce the exercise price of any option or the strike price of any SAR, (ii) the Committee may not cancel any outstanding option or SAR and replace it with a new option or SAR (with a lower exercise price or strike price, as the case may be) or other award or cash payment that is greater than the value of the cancelled option or SAR, and (iii) the Committee may not take any other action which is considered a “repricing” for purposes of the stockholder approval rules of any securities exchange or inter-dealer quotation system on which our securities are listed or quoted. No such amendment by the Committee may alter the Minimum Vesting Period. No award may be granted under the Amended Plan after the tenth anniversary of the effective date (as defined therein), but awards granted before such tenth anniversary may extend beyond that date. |

  115. PAY VERSUS PERFORMANCE

    | CERTAIN UNITED STATES FEDERAL INCOME TAX CONSEQUENCES |

  116. PAY VERSUS PERFORMANCE

    The following general discussion of the federal income tax consequences of awards to be granted under the Amended Plan is based on current federal tax laws and regulations, does not purport to be a complete description of the federal income tax laws, and does not purport to be a representation as to the actual tax consequences that any participant or the Company may in fact incur. Participants may also be subject to certain state and local taxes, which are not described below. The value of any other stock award granted to participants will be taxable as ordinary income to such participant in the year in which such stock is received, and (subject to Section 162(m)), the Company will be entitled to a corresponding tax deduction. Non-qualified Stock Options: If the award granted is a non-qualified stock option, no income is realized by the participant at the time of grant of the option, and no deduction is available to the Company at such time. At the time of a cash-out or exercise, ordinary income is realized by the participant in an amount equal to the excess of the fair market value of the common stock on the date of exercise over the option exercise price, and the Company receives a tax deduction for the same amount. Upon disposition, any difference between the participant’s tax basis in the common stock and the amount realized on disposition of the shares is treated as a capital gain or loss. Incentive Stock Options: If the award granted is an incentive stock option, no income is realized by the participant upon grant or exercise of the option and no compensation deduction is available to the Company at such times. If the common stock purchased upon the exercise of an incentive stock option is held by a participant for at least two years from the date of the grant of such option and for at least one year after exercise, any resulting gain is taxed, upon disposition of the common stock, at long-term capital gains rates. If the common stock purchased pursuant to the option is disposed of before the expiration of that period, any gain on the disposition, up to the excess of the fair market value of the common stock at the time of exercise over the option exercise price, is taxed at ordinary income rates as compensation paid to the participant, and the Company is entitled to a compensation deduction for an equivalent amount. Any further gain (or loss) that the participant realizes upon the disqualified disposition of the common stock will be taxed as short-term or long-term capital gain (or loss), depending on how long the participant held the shares, and such gains will not result in any further tax deduction for the Company. Stock Appreciation Rights: If the award granted is a SAR, the participant realizes no income at the time a SAR is granted, and no deduction is available to the Company at such time. When the right is exercised, ordinary income is realized by the participant in the amount of the cash and/or the fair market value of the common stock received by the participant, and the Company shall be entitled to a deduction of the same amount. Restricted Stock Units: If the award granted is a restricted stock unit, the participant will not realize any income for federal income tax purposes when restricted stock units are granted because restricted stock units are not considered to be “property” for purposes of the Internal Revenue Code and no deduction is available to the Company at such time. After the restricted stock units vest and are settled, ordinary income is realized by the participant in an amount equal to the fair market value of the shares of common stock and/or any cash received, the Company receives a tax deduction in the same amount. Upon disposition, the participant generally will have a taxable capital gain (or loss). If a participant forfeits his or her restricted stock unit award, no gain or loss is recognized and no deduction is allowed. Restricted Stock Awards: If the award is granted as shares of restricted stock, the Company receives a deduction and the participant recognizes taxable income equal to the fair market value of the restricted stock award at the time the restrictions on the stock awarded lapse, unless the participant elects to recognize such income immediately by so electing, within 30 days after the date of grant by the

  117. PAY VERSUS PERFORMANCE

    | Hilton | PROXY STATEMENT | 51 |

  118. PAY VERSUS PERFORMANCE

    Company to the participant of a restricted stock award, as permitted under Section 83(b) of the Internal Revenue Code, in which case both the Company’s deduction and the participant’s inclusion in income occur on the grant date. A Section 83(b) election may not be made without the prior consent of the Company. Section 162(m) of the Internal Revenue Code: Section 162(m) generally disallows a tax deduction to public companies for annual compensation paid to any covered employee that exceeds $1 million. For this purpose, "covered employees" generally include the principal executive officer, the principal financial officer, and the three other most highly compensated executive officers of the Company or any of its subsidiaries for any taxable year, including anyone who was a covered employee in any taxable year beginning after December 31, 2016. The exception for qualified performance-based compensation was eliminated for taxable years beginning after December 31, 2017, so that generally all compensation in excess of $1 million paid to a covered employee is non-deductible, regardless of whether the compensation is performance-based or results from the exercise of stock options or SAR. There is limited relief available for certain arrangements that were in effect as of November 2, 2017, provided that they have not been materially modified since that date. The Committee retains the discretion to design and administer compensation arrangements that are in the best interests of the Company and its stockholders, even if such arrangements are not fully deductible under Section 162(m). Section 409A of the Internal Revenue Code: Section 409A covers certain nonqualified deferred compensation arrangements and generally establishes rules that must be followed with respect to covered deferred compensation arrangements in order to avoid the imposition of an additional 20% tax (plus interest) on the service provider who is entitled to receive the deferred compensation. Certain awards that may be granted under the Amended Plan may constitute “deferred compensation” within the meaning of and subject to Section 409A. While the Committee intends to administer and operate the Amended Plan and establish terms (or make required amendments) with respect to awards subject to Section 409A in a manner that will avoid the imposition of additional taxation under Section 409A upon a participant, there can be no assurance that additional taxation under Section 409A will be avoided in all cases.

  119. PAY VERSUS PERFORMANCE

    | NEW PLAN BENEFITS |

  120. PAY VERSUS PERFORMANCE

    The Company has not approved any equity-based awards that are conditioned upon stockholder approval of the Amended Plan. Equity-based awards under the Amended Plan will be determined by the Committee in its discretion.

  121. PAY VERSUS PERFORMANCE

    | STOCK AWARDS PREVIOUSLY GRANTED UNDER THE EXISTING PLAN |

  122. PAY VERSUS PERFORMANCE

    The following table sets forth information as of March 20, 2026, on the equity-based awards granted under the Existing Plan since its adoption. The closing price of our common stock on the NYSE on March 20, 2026 (the record date for the 2026 Annual Meeting) was $292.58 per share.

  123. PAY VERSUS PERFORMANCE

    | Name And Position | Stock Option Grants (#) | Restricted Stock Unit Grants (Stock-Settled)(1) (#) | Performance-Based RSU Grants(2) (#) | Total (#) | | Christopher J. Nassetta, President & Chief Executive Officer | 1,084,326 | 325,136 | 1,085,983 | 2,495,445 | | Jonathan D. Gray, Chairman of the Board of Directors | — | 8,439 | — | 8,439 | | Charlene T. Begley, Independent Director | — | 14,691 | — | 14,691 | | Chris Carr, Independent Director | — | 7,926 | — | 7,926 | | Melanie L. Healey, Independent Director | — | 13,923 | — | 13,923 | | Raymond E. Mabus, Jr., Independent Director | — | 13,717 | — | 13,717 | | Marissa A. Mayer, Independent Director | — | 930 | — | 930 | | Elizabeth A. Smith, Independent Director | — | 14,691 | — | 14,691 | | Douglas M. Steenland, Lead Independent Director | — | 14,691 | — | 14,691 | | Christian H. Charnaux, EVP, Chief Development Officer | 13,254 | 14,432 | 19,294 | 46,980 | | Laura A. Fuentes, EVP, Chief Human Resources Officer & Head of HSM | 67,061 | 26,540 | 74,404 | 168,005 | | Kevin J. Jacobs, EVP, Chief Financial Officer | 257,327 | 79,436 | 267,208 | 603,971 | | Christopher W. Silcock, President, Global Brands & Commercial Services | 119,454 | 60,053 | 130,535 | 310,042 | | All Current Executive Officers as a Group | 1,556,043 | 510,931 | 1,598,762 | 3,665,736 | | All Current Non-Executive Officer Directors as a Group | — | 89,008 | — | 89,008 | | All Team Members, other than Executive Officers, as a Group | 2,303,249 | 5,376,723 | 2,064,080 | 9,744,052 |

  124. PAY VERSUS PERFORMANCE

    (1)Includes DSUs granted to non-employee directors, as well as dividend equivalents. (2)Reflects PSUs earned for performance periods that have been completed. For outstanding PSUs with uncompleted performance periods, the number of shares has been determined based on the assumption that “maximum” level performance will be achieved.

  125. PAY VERSUS PERFORMANCE

    | 52 | PROXY STATEMENT | Hilton |

  126. PAY VERSUS PERFORMANCE

    | REGISTRATION WITH THE SECURITIES AND EXCHANGE COMMISSION |

  127. PAY VERSUS PERFORMANCE

    If the Amended Plan is approved by stockholders, we expect to file as soon as practicable after the Annual Meeting a Registration Statement on Form S-8 with the SEC to register the increase in the number of shares of common stock that will be issuable under the Amended Plan. YOUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” THE APPROVAL OF THE HILTON AMENDED AND RESTATED 2017 OMNIBUS INCENTIVE PLAN.

  128. PAY VERSUS PERFORMANCE

    | Hilton | PROXY STATEMENT | 53 |

  129. PAY VERSUS PERFORMANCE

    COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION During the 2025 fiscal year, the members of the Committee were Ms. Healey, Ms. McHale, Ms. Mayer, and Mr. Steenland, none of whom was, during the fiscal year, an officer or employee of the Company and none of whom was formerly an officer of the Company. During 2025, none of our executive officers served as a director or member of the Committee (or other committee serving an equivalent function) of any other entity whose executive officers served on our Committee or our Board. SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS The following table provides certain information about common stock that may be issued under our existing equity compensation plans. The only plan pursuant to which the Company may grant new equity-based awards is the Hilton 2017 Omnibus Incentive Plan, which replaced the Company's 2013 Omnibus Incentive Plan. The number of securities to be issued upon exercise of outstanding options, warrants and rights reflected in the table below includes shares underlying equity-based awards granted, and that remained outstanding as of December 31, 2025 under the equity compensation plans. Additionally, the number of securities remaining available for future issuance under equity compensation plans also includes securities available for issuance pursuant to the 2019 Employee Stock Purchase Plan.

  130. PAY VERSUS PERFORMANCE

    | Plan Category | Number of Securities to Be Issued Upon Exercise of Outstanding Options, Warrants, and Rights | Weighted Average Exercise Price Per Share of Outstanding Options | Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans | | Equity compensation plans approved by stockholders | 4,671,921(1) | $124.32 | 11,752,748(2) |

  131. PAY VERSUS PERFORMANCE

    (1)Includes shares issuable upon exercise of stock options and 1,998,653 shares that may be issued upon the vesting of certain LTI awards. The number of shares to be issued in respect of performance shares has been calculated based on the assumption that the maximum levels of performance applicable to the performance shares will be achieved. The RSUs and performance shares cannot be exercised for consideration. (2)Consists of 9,148,084 securities remaining available for issuance under the 2017 Omnibus Incentive Plan and 2,604,664 securities remaining available for issuance pursuant to the 2019 Employee Stock Purchase Plan, including shares subject to purchase during the current purchase period.

  132. PAY VERSUS PERFORMANCE

    | 54 | PROXY STATEMENT | Hilton |

  133. PAY VERSUS PERFORMANCE

    OWNERSHIP OF SECURITIES The following table sets forth information regarding the beneficial ownership of shares of our common stock as of March 20, 2026 by (i) each person known to us to beneficially own more than 5% of our outstanding common stock, (ii) each of our directors and NEOs, and (iii) all of our directors and executive officers as a group. Beneficial ownership is determined in accordance with the rules of the SEC. Unless otherwise noted, voting power and investment power in the shares of our common stock beneficially owned by our directors and executive officers is exercisable solely by the named individual.

  134. PAY VERSUS PERFORMANCE

    | Name | Amount and Nature of Beneficial Ownership | Percentage of Common Stock Outstanding | | Principal Stockholders | | | | The Vanguard Group(1) | 25,386,450 | 11.1 | | BlackRock, Inc.(2) | 19,333,160 | 8.4 | | Directors and Named Executive Officers | | | | Christopher J. Nassetta(3)(4) | 4,664,062 | 2.0 | | Jonathan D. Gray(5)(6) | 740,105 | * | | Charlene T. Begley(6) | 14,691 | * | | Chris Carr(6) | 7,943 | * | | Melanie L. Healey(6) | 15,923 | * | | Raymond E. Mabus, Jr.(6) | 14,470 | * | | Marissa A. Mayer(6)(7) | 2,515 | * | | Elizabeth A. Smith(6) | 22,421 | * | | Douglas M. Steenland(6) | 28,416 | * | | Christian H. Charnaux | 3,857 | * | | Laura A. Fuentes(4) | 85,344 | * | | Kevin J. Jacobs(4)(8) | 484,191 | * | | Christopher W. Silcock(4) | 191,151 | * | | Directors and Executive Officers as a group (14 persons)(9) | 6,275,089 | 2.7 |

  135. PAY VERSUS PERFORMANCE

    *Represents less than 1%. (1)According to a prior Schedule 13G/A filed on March 11, 2024, The Vanguard Group has shared voting power over 327,562 shares of our common stock, sole dispositive power over 24,290,177 shares of our common stock and shared dispositive power over 1,096,273 shares of our common stock. According to its most recent Schedule 13G/A filed with the SEC on March 27, 2026, The Vanguard Group reported that it beneficially owns 0.0% as of March 20, 2026 following an internal reorganization pursuant to which The Vanguard Group’s beneficial ownership has been disaggregated. In the March 27, 2026 Schedule 13G/A, The Vanguard Group noted that certain subsidiaries or business divisions of subsidiaries of The Vanguard Group that formerly had, or were deemed to have, beneficial ownership with The Vanguard Group, will report beneficial ownership separately (on a disaggregated basis) from The Vanguard Group. The address of The Vanguard Group is 100 Vanguard Boulevard, Malvern, Pennsylvania 19355. (2)As reported in a Schedule 13G/A filed on January 21, 2026. BlackRock, Inc. has sole voting power over 18,010,106 shares of our common stock and sole dispositive power over 19,333,160 shares of our common stock. The address of BlackRock, Inc. is 55 East 52nd Street, New York, New York 10055. (3)Includes 2,714,228 shares of common stock held by a revocable trust, of which Mr. Nassetta is the trustee, and 801,716 shares of common stock 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 Harwood Road LLC 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. (4)Includes shares underlying vested options as follows: Mr. Nassetta: 1,086,833; Ms. Fuentes: 60,986; Mr. Jacobs: 151,050; and Mr. Silcock: 109,425. (5)Includes 731,666 shares held directly by The Gray Foundation over which Mr. Gray may be deemed to have investment and voting power. Mr. Gray does not have any economic interest in the shares held by The Gray Foundation. (6)Includes fully vested DSUs and dividend equivalents that settle in accordance with the terms described under "Compensation of Directors": Ms. Begley: 11,940; Mr. Carr: 5,175; Mr. Gray: 8,439; Ms. Healey: 13,923; Mr. Mabus: 10,966; Ms. Mayer: 930; Ms. Smith: 17,504; and Mr. Steenland: 17,504. (7)Includes 716 shares of common stock held by an irrevocable trust and 869 shares of common stock held by revocable trusts. (8)Amounts shown for Mr. Jacobs include 32,137 shares of common stock held by grantor retained annuity trusts for which Mr. Jacobs serves as trustee and 35,863 shares of common stock held by a trust for which Mr. Jacobs' wife serves as trustee. (9)Includes 1,408,294 shares underlying vested options held by our executive officers and 86,381 fully vested DSUs and dividend equivalents held by our directors.

  136. PAY VERSUS PERFORMANCE

    | Hilton | PROXY STATEMENT | 55 |

  137. PAY VERSUS PERFORMANCE

    TRANSACTIONS WITH RELATED PERSONS Our Board of Directors recognizes that transactions with related persons present a heightened risk of conflicts of interests and/or improper valuation (or the perception thereof). Our Board has adopted a written policy on transactions with related persons that is in conformity with the requirements for issuers having publicly-held common stock listed on the NYSE. Our related person transaction policy requires that a “related person” (as defined in Item 404(a) of Regulation S-K, which includes security holders who beneficially own more than 5% of our common stock) must promptly disclose to our General Counsel any “related person transaction” (defined as any transaction that is anticipated would be reportable by us under Item 404(a) of Regulation S-K in which we were or are to be a participant and the amount involved exceeds $120,000 and in which any related person had or will have a direct or indirect material interest) and all material facts with respect thereto. The General Counsel will then promptly communicate that information to our Board or a duly authorized committee of the Board (currently the Audit Committee). No related person transaction will be executed without the approval or ratification of our Board or a duly authorized committee of the Board. Among the factors to be considered are the related person's interest in the transaction, the approximate dollar value of both the transaction and the related person's interest, whether the transaction is in the ordinary course of business of the Company, whether the terms of the transaction are no less favorable than could have been reached with an unrelated third party, and the purpose and potential benefits of the transaction. It is our policy that directors interested in a related person transaction will recuse themselves from any vote on a related person transaction in which they have an interest. Each of the transactions described below complies with our policy on transactions with related persons.