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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-Q
(Mark One)
☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2025
or
☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to

Commission File Number 001-36243
Hilton Worldwide Holdings Inc.
(Exact name of registrant as specified in its charter)
Delaware
27-4384691
(State or other jurisdiction of incorporation or organization)(I.R.S. Employer Identification No.)
7930 Jones Branch Drive, Suite 1100, McLean, VA
22102
(Address of Principal Executive Offices)(Zip Code)

Registrant’s telephone number, including area code: (703) 883-1000
N/A
(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading symbol(s)Name of each exchange on which registered
Common Stock, $0.01 par value per shareHLTNew York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company" and "emerging growth company" in Rule 12b-2 of the Exchange Act:
Large accelerated filer
☒
Accelerated filer☐
Non-accelerated filer☐Smaller reporting company☐
Emerging growth company☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange
Act. ☐    

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

The number of shares outstanding of the registrant's common stock, par value $0.01 per share, as of April 24, 2025 was 237,699,736.


HILTON WORLDWIDE HOLDINGS INC.
FORM 10-Q TABLE OF CONTENTS

1

PART I. FINANCIAL INFORMATION

Item 1.    Financial Statements
HILTON WORLDWIDE HOLDINGS INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(in millions, except share data)

March 31,December 31,
20252024
(unaudited)
ASSETS
Current Assets:
Cash and cash equivalents
$731 $1,301 
Restricted cash and cash equivalents
76 75 
Accounts receivable, net of allowance for credit losses of $159 and $145
1,575 1,583 
Prepaid expenses234 193 
Other
148 120 
Total current assets (variable interest entities – $69 and $71)
2,764 3,272 
Intangibles and Other Assets:
Goodwill
5,049 5,035 
Brands
5,000 4,990 
Management and franchise contracts, net1,238 1,235 
Other intangible assets, net194 194 
Operating lease right-of-use assets
565 567 
Property and equipment, net
420 411 
Deferred income tax assets
318 318 
Other
495 500 
Total intangibles and other assets (variable interest entities – $105 and $100)
13,279 13,250 
TOTAL ASSETS$16,043 $16,522 
LIABILITIES, REDEEMABLE NONCONTROLLING INTERESTS AND EQUITY (DEFICIT)
Current Liabilities:
Accounts payable, accrued expenses and other
$2,160 $2,124 
Current maturities of long-term debt
535 535 
Current portion of deferred revenues
660 664 
Current portion of liability for guest loyalty program1,480 1,377 
Total current liabilities (variable interest entities – $52 and $51)
4,835 4,700 
Long-term debt10,617 10,616 
Operating lease liabilities728 735 
Deferred revenues
1,311 1,300 
Deferred income tax liabilities296 322 
Liability for guest loyalty program1,639 1,597 
Other956 941 
Total liabilities (variable interest entities – $108 and $110)
20,382 20,211 
Commitments and contingencies – see Note 12
Redeemable Noncontrolling Interests16 17 
Equity (Deficit):
Common stock, $0.01 par value; 10,000,000,000 authorized shares, 238,784,867 outstanding as of March 31, 2025 and 241,806,421 outstanding as of December 31, 2024
3 3 
Treasury stock, at cost; 97,751,321 shares as of March 31, 2025 and 94,087,917 shares as of December 31, 2024
(12,154)(11,256)
Additional paid-in capital
11,101 11,130 
Accumulated deficit(2,559)(2,822)
Accumulated other comprehensive loss
(769)(782)
Total Hilton stockholders' deficit
(4,378)(3,727)
Noncontrolling interests
23 21 
Total deficit(4,355)(3,706)
TOTAL LIABILITIES, REDEEMABLE NONCONTROLLING INTERESTS AND EQUITY (DEFICIT)$16,043 $16,522 

See notes to condensed consolidated financial statements.
2

HILTON WORLDWIDE HOLDINGS INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(in millions, except per share data)
(unaudited)

Three Months Ended
March 31,
20252024
Revenues
Franchise and licensing fees$625 $571 
Base and other management fees88 106 
Incentive management fees72 70 
Ownership
234 255 
Other revenues46 50 
1,065 1,052 
Cost reimbursement revenues
1,630 1,521 
Total revenues2,695 2,573 
Expenses
Ownership
239 247 
Depreciation and amortization41 36 
General and administrative94 104 
Other expenses26 30 
400 417 
Reimbursed expenses
1,759 1,630 
Total expenses2,159 2,047 
Gain on sales of assets, net
— 7 
Operating income536 533 
Interest expense(145)(131)
Gain (loss) on foreign currency transactions
2 (1)
Other non-operating income (loss), net17 (36)
Income before income taxes410 365 
Income tax expense(110)(97)
Net income300 268 
Net income attributable to redeemable and nonredeemable noncontrolling interests
— (3)
Net income attributable to Hilton stockholders
$300 $265 
Earnings per share:
Basic$1.25 $1.05 
Diluted$1.23 $1.04 
Cash dividends declared per share$0.15 $0.15 

See notes to condensed consolidated financial statements.
3

HILTON WORLDWIDE HOLDINGS INC.
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(in millions)
(unaudited)

Three Months Ended
March 31,
20252024
Net income$300 $268 
Other comprehensive income (loss), net of tax benefit (expense):
Currency translation adjustment, net of tax of $—(1) and $4
27 (27)
Pension liability adjustment, net of tax of $(1) and $(1)
2 2 
Cash flow hedge adjustment, net of tax of $5 and $(2)
(15)7 
Total other comprehensive income (loss)14 (18)
Comprehensive income314 250 
Comprehensive income attributable to redeemable and nonredeemable noncontrolling interests(1)(3)
Comprehensive income attributable to Hilton stockholders
$313 $247 
____________
(1)Amount was less than $1 million.
See notes to condensed consolidated financial statements.

4

HILTON WORLDWIDE HOLDINGS INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in millions)
(unaudited)

Three Months Ended
March 31,
20252024
Operating Activities:
Net income$300 $268 
Adjustments to reconcile net income to net cash provided by operating activities:
Amortization of contract acquisition costs14 12 
Depreciation and amortization expenses41 36 
Gain on sales of assets, net
— (7)
Loss (gain) on foreign currency transactions
(2)1 
Share-based compensation expense36 41 
Deferred income taxes(21)(30)
Contract acquisition costs, net of refunds(30)(37)
Change in deferred revenues7 31 
Change in liability for guest loyalty program145 109 
Working capital changes and other(38)(78)
Net cash provided by operating activities452 346 
Investing Activities:
Capital expenditures for property and equipment
(19)(16)
Settlements of undesignated derivative financial instruments
(9)— 
Proceeds from asset dispositions
— 8 
Capitalized software costs(21)(18)
Investments in unconsolidated affiliates(1)(1)
Net cash used in investing activities(50)(27)
Financing Activities:
Borrowings— 1,200 
Repayment of debt(10)(209)
Debt issuance costs— (13)
Dividends paid(37)(39)
Repurchases of common stock(875)(666)
Share-based compensation tax withholdings(71)(69)
Proceeds from share-based compensation9 20 
Settlements of interest rate swap with financing component10 14 
Net cash provided by (used in) financing activities
(974)238 
Effect of exchange rate changes on cash, restricted cash and cash equivalents3 (12)
Net increase (decrease) in cash, restricted cash and cash equivalents
(569)545 
Cash, restricted cash and cash equivalents, beginning of period1,376 875 
Cash, restricted cash and cash equivalents, end of period$807 $1,420 

See notes to condensed consolidated financial statements. For supplemental disclosures, see Note 13: "Supplemental Disclosures of Cash Flow Information."
5

HILTON WORLDWIDE HOLDINGS INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)

Note 1: Organization and Basis of Presentation

Organization

Hilton Worldwide Holdings Inc. (the "Parent," or together with its subsidiaries, "Hilton," "we," "us," "our" or the "Company"), a Delaware corporation, is one of the largest global hospitality companies and is engaged in managing, franchising, owning and leasing hotels and resorts, and licensing its intellectual property ("IP"), including brand names, trademarks and service marks.

Basis of Presentation

The accompanying condensed consolidated financial statements for the three months ended March 31, 2025 and 2024 have been prepared in accordance with United States ("U.S.") generally accepted accounting principles ("GAAP") and are unaudited. We have condensed or omitted certain disclosures normally included in annual financial statements presented in accordance with GAAP; however, we believe the disclosures made are adequate to prevent the information presented from being misleading. These financial statements should be read in conjunction with the consolidated financial statements and notes thereto in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024.

During the three months ended March 31, 2025, we revised the captions of certain financial statement line items presented in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024. The revisions to our condensed consolidated statement of operations included: (i) changing owned and leased hotels revenues and owned and leased hotels expenses to ownership revenues and ownership expenses, respectively; and (ii) changing other revenues from managed and franchised properties and other expenses from managed and franchised properties to cost reimbursement revenues and reimbursed expenses, respectively. The significant accounting policies for revenues and expenses recognized in each respective line item did not change, and prior period amounts are presented on the same basis as amounts for the three months ended March 31, 2025.

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported and, accordingly, ultimate results could differ from those estimates. Additionally, interim results are not necessarily indicative of full year performance. In our opinion, the accompanying condensed consolidated financial statements reflect all adjustments, including normal recurring items, considered necessary for a fair presentation of the interim periods. All material intercompany transactions have been eliminated in consolidation.

Note 2: Acquisitions

Graduate by Hilton

In May 2024, we completed the acquisition of the Graduate brand for a total purchase price of $210 million, $200 million of which we paid in cash upon closing. The remaining amount was included in accounts payable, accrued expenses and other in our condensed consolidated balance sheet as of March 31, 2025. We accounted for the transaction as an asset acquisition and recorded an indefinite-lived brand intangible asset of $122 million and franchise contract intangible assets of $91 million.

NoMad

In April 2024, we acquired a controlling financial interest in both Sydell Hotels & Resorts, LLC and Sydell Holding Company UK Ltd (collectively, the "Sydell Group"), which owns the NoMad brand. We accounted for the transaction as a business combination and recognized an indefinite-lived brand intangible asset with a fair value of $48 million and management contract intangible assets with an aggregate fair value of $8 million.

Our redeemable noncontrolling interests relate to our interest in the Sydell Group. The Sydell Group's governing documents contain put options that give the noncontrolling interest holders the right to sell their equity interests to us beginning in the second quarter of 2030, as well as call options that give us the right to purchase the remaining equity interests beginning in the second quarter of 2032. The exercise price of the put and call options is based on a multiple of the Sydell Group's earnings as of the date that such option would be exercised.
6


Note 3: Revenues from Contracts with Customers

Contract Liabilities

The following table summarizes the activity of our contract liabilities, which are classified as components of current and long-term deferred revenues, during the three months ended March 31, 2025:

(in millions)
Balance as of December 31, 2024
$1,829 
Cash received in advance and not recognized as revenue
211 
Revenue recognized(1)
(78)
Other(2)
(113)
Balance as of March 31, 2025
$1,849 
____________
(1)Primarily related to Hilton Honors, our guest loyalty program, including co-branded credit card arrangements.
(2)Primarily represents the changes in estimated transaction prices for our performance obligations related to the issuance of Hilton Honors points, which had no effect on revenues.

Performance Obligations

As of March 31, 2025, deferred revenues for unsatisfied performance obligations consisted of: (i) $1,042 million related to Hilton Honors that will be recognized as revenue over approximately the next two years; (ii) $790 million related to advance consideration received from hotel owners for application, initiation and other fees and system implementation fees; and (iii) $17 million related to other obligations. These performance obligations are recognized as revenue as discussed in Note 2: "Basis of Presentation and Summary of Significant Accounting Policies" in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024.

Note 4: Consolidated Variable Interest Entities

As of March 31, 2025 and December 31, 2024, we consolidated two variable interest entities ("VIEs") that each lease one hotel property, both of which are located in Japan, and for which the assets are only available to settle the obligations of the respective entities and the liabilities of the respective entities are non-recourse to us. We consolidated these VIEs since we are the primary beneficiary, having the power to direct the activities that most significantly affect their economic performance. Additionally, we have the obligation to absorb losses and the right to receive benefits that could be significant to each of the VIEs individually.

Our condensed consolidated balance sheets include the assets and liabilities of these entities, including the effect of foreign currency translation, which primarily comprised the following:

March 31,December 31,
20252024
(in millions)
Cash and cash equivalents$52 $53 
Accounts receivable, net14 16 
Property and equipment, net42 40 
Deferred income tax assets22 21 
Other non-current assets40 39 
Accounts payable, accrued expenses and other36 36 
Long-term debt(1)
64 65 
____________
(1)Represents finance lease liabilities; includes current maturities of $14 million and $13 million as of March 31, 2025 and December 31, 2024, respectively.

7

Note 5: Debt

Long-term debt balances, including obligations for finance leases, and associated interest rates and maturities as of March 31, 2025, were as follows:

March 31,December 31,
20252024
(in millions)
Senior secured term loan facility with a rate of 6.07%, due 2030
$3,119 $3,119 
Senior notes with a rate of 5.375%, due 2025(1)
500 500 
Senior notes with a rate of 4.875%, due 2027(1)
600 600 
Senior notes with a rate of 5.750%, due 2028(1)
500 500 
Senior notes with a rate of 5.875%, due 2029(1)
550 550 
Senior notes with a rate of 3.750%, due 2029(1)
800 800 
Senior notes with a rate of 4.875%, due 2030(1)
1,000 1,000 
Senior notes with a rate of 4.000%, due 2031(1)
1,100 1,100 
Senior notes with a rate of 3.625%, due 2032(1)
1,500 1,500 
Senior notes with a rate of 6.125%, due 2032(1)
450 450 
Senior notes with a rate of 5.875%, due 2033(1)
1,000 1,000 
Finance lease liabilities with a weighted average rate of 6.05%, due 2025 to 2030(2)
115 117 
11,234 11,236 
Less: unamortized deferred financing costs and discount
(82)(85)
Less: current maturities of long-term debt(3)
(535)(535)
$10,617 $10,616 
____________
(1)These notes are collectively referred to as the Senior Notes and are jointly and severally guaranteed on a senior unsecured basis by the Parent and substantially all of its direct and indirect wholly owned domestic restricted subsidiaries, other than Hilton Domestic Operating Company Inc. ("HOC"), an indirect wholly owned subsidiary of the Parent and the issuer of all of the series of Senior Notes.
(2)Includes long-term debt of our consolidated VIEs. Refer to Note 4: "Consolidated Variable Interest Entities" for additional information.
(3)Represents current maturities of finance lease liabilities and the 5.375% Senior Notes due 2025 (the "May 2025 Senior Notes"). We believe that we have sufficient sources of liquidity and access to debt financing to address the current maturities of long-term debt at or prior to the respective maturity dates.

Our senior secured credit facilities consist of a senior secured revolving credit facility (the "Revolving Credit Facility") and senior secured term loan facilities (the "Term Loans"). The obligations under our senior secured credit facilities are unconditionally and irrevocably guaranteed by the Parent and substantially all of its direct and indirect wholly owned domestic restricted subsidiaries, other than HOC, the named borrower under the senior secured credit facilities.

No borrowings were outstanding under the Revolving Credit Facility as of March 31, 2025, which had an available borrowing capacity of $1,908 million after considering $92 million of outstanding letters of credit.

In April 2025, we issued notice to borrow $500 million under the Revolving Credit Facility and plan to use the proceeds, together with available cash, to repay, at maturity, all $500 million in aggregate principal amount of the May 2025 Senior Notes, plus accrued and unpaid interest.



8

Note 6: Fair Value Measurements

The fair values of certain financial instruments and the hierarchy level we used to estimate the fair values are shown below:

March 31, 2025
Hierarchy Level
Carrying Value(1)
Level 1Level 2Level 3
(in millions)
Assets:
Interest rate swap$33 $— $33 $— 
Liabilities:
Long-term debt(2)
11,119 7,618 — 3,135 

December 31, 2024
Hierarchy Level
Carrying Value(1)
Level 1Level 2Level 3
(in millions)
Assets:
Interest rate swap$45 $— $45 $— 
Liabilities:
Long-term debt(2)
11,119 7,560 — 3,140 
____________
(1)The fair values of cash equivalents and restricted cash equivalents approximate their carrying values due to their short-term maturities. The fair values of all other financial instruments not included in these tables are estimated to be equal to their carrying values.
(2)The carrying values and fair values exclude the deduction for unamortized deferred financing costs and any applicable discounts, as well as all finance lease liabilities; refer to Note 5: "Debt" for additional information.

We measured our interest rate swap at fair value, which was determined using a discounted cash flow analysis that reflects the contractual terms of the interest rate swap, including the period to maturity, and uses observable market-based inputs of similar instruments, including interest rate curves, as applicable.

Note 7: Income Taxes

At the end of each quarter, we estimate the effective income tax rate expected to be applied for the full year. The effective income tax rate is determined by the level and composition of income (loss) before income taxes, which is subject to federal, state, local and foreign income taxes.

Note 8: Share-Based Compensation

Our share-based compensation primarily consists of awards that we grant to eligible employees under the Hilton 2017 Omnibus Incentive Plan (the "2017 Plan") and includes time-vesting restricted stock units ("RSUs"), nonqualified stock options ("options") and performance-vesting RSUs ("performance shares"). We recognized share-based compensation expense of $36 million and $41 million during the three months ended March 31, 2025 and 2024, respectively, which included amounts reimbursed by hotel owners.

RSUs

During the three months ended March 31, 2025, we granted 376,000 RSUs with a grant date fair value per share of $259.10, which vest in equal annual installments over two or three years from the date of grant.

Options

During the three months ended March 31, 2025, we granted 204,000 options with an exercise price per share of $259.10, which vest in equal annual installments over three years from the date of grant and terminate 10 years from the date of grant or earlier if the individual’s service terminates under certain circumstances.

9

The grant date fair value per share of the options granted during the three months ended March 31, 2025 was $93.02, which was determined using the Black-Scholes-Merton option-pricing model with the following assumptions:

Expected volatility(1)
28.63 %
Dividend yield(2)
0.24 %
Risk-free rate(3)
4.20 %
Expected term (in years)(4)
6.0
____________
(1)Estimated using a blended approach of historical and implied volatility. Historical volatility is based on the historical movement of Hilton's stock price for a period that corresponds to the expected term of the option.
(2)Estimated based on the expected quarterly dividend and the three-month average stock price at the date of grant.
(3)Based on the yield of a U.S. Department of Treasury instrument with a similar expected term of the options at the date of grant.
(4)Estimated using the midpoint of the vesting period and the contractual term of the options as we do not have sufficient historical share option exercise data to estimate the term of the options.

Performance Shares

During the three months ended March 31, 2025, we granted 147,000 performance shares with a grant date fair value per share of $259.10, which vest three years from the date of grant based on the achievement of various performance measures.

As of March 31, 2025, we determined that all of the performance measures for all outstanding performance shares granted in 2023, 2024 and 2025 were probable of achievement, with the average of the applicable achievement factors estimated to be between the target and maximum achievement percentages for the performance shares granted in 2023, nearly at the target achievement percentage for performance shares granted in 2024 and at the target achievement percentage for the performance shares granted in 2025.

Note 9: Earnings Per Share

The following table presents the calculation of basic and diluted earnings per share ("EPS"):

Three Months Ended
March 31,
20252024
(in millions,
except per share amounts)
Basic EPS:
Numerator:
Net income attributable to Hilton stockholders
$300 $265 
Denominator:
Weighted average shares outstanding240 252 
Basic EPS$1.25 $1.05 
Diluted EPS:
Numerator:
Net income attributable to Hilton stockholders
$300 $265 
Denominator:
Weighted average shares outstanding(1)
243 255 
Diluted EPS$1.23 $1.04 
____________
(1)Amounts for both periods include less than 1 million shares related to share-based compensation that were excluded from the calculations of diluted EPS because their effect would have been anti-dilutive under the treasury stock method.

10

Note 10: Noncontrolling Interests, Stockholders' Equity (Deficit) and Accumulated Other Comprehensive Loss

The following tables present the changes in the redeemable and nonredeemable noncontrolling interests and the components of stockholders' equity (deficit) attributable to Hilton stockholders:

Three Months Ended March 31, 2025
Redeemable Noncontrolling InterestsTreasury StockAdditional
Paid-in
Capital		Accumulated DeficitAccumulated
Other
Comprehensive
Loss
Common StockNoncontrolling
Interests
Total Deficit
SharesAmount
(in millions)
(in millions)
Balance as of December 31, 2024$17 241.8 $3 $(11,256)$11,130 $(2,822)$(782)$21 $(3,706)
Net income (loss)
(1)— — — — 300 — 1 301 
Other comprehensive income
— — — — — — 13 1 14 
Dividends
— — — — — (37)— — (37)
Repurchases of common stock
— (3.7)— (898)— — — — (898)
Share-based compensation
— 0.7 — — (29)— — — (29)
Balance as of March 31, 2025$16 238.8 $3 $(12,154)$11,101 $(2,559)$(769)$23 $(4,355)

Three Months Ended March 31, 2024
Treasury StockAdditional
Paid-in
Capital		Accumulated DeficitAccumulated
Other
Comprehensive
Loss
Common StockNoncontrolling
Interests
Total Deficit
SharesAmount
(in millions)
Balance as of December 31, 2023253.5 $3 $(8,393)$10,968 $(4,207)$(731)$13 $(2,347)
Net income— — — — 265 — 3 268 
Other comprehensive loss
— — — — — (18)— (18)
Dividends— — — — (39)— — (39)
Repurchases of common stock
(3.4)— (667)— — — — (667)
Share-based compensation
0.9 — — (14)— — — (14)
Balance as of March 31, 2024251.0 $3 $(9,060)$10,954 $(3,981)$(749)$16 $(2,817)

The changes in the components of accumulated other comprehensive loss, net of taxes, were as follows:

Currency Translation Adjustment(1)
Pension Liability Adjustment(2)
Cash Flow Hedge Adjustment(3)
Total
(in millions)
Balance as of December 31, 2024$(591)$(240)$49 $(782)
Other comprehensive income (loss) before reclassifications
26 — (4)22 
Amounts reclassified from accumulated other comprehensive loss
— 2 (11)(9)
Net other comprehensive income (loss)
26 2 (15)13 
Balance as of March 31, 2025$(565)$(238)$34 $(769)

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Currency Translation Adjustment(1)
Pension Liability Adjustment(2)
Cash Flow Hedge Adjustment(3)
Total
(in millions)
Balance as of December 31, 2023$(539)$(262)$70 $(731)
Other comprehensive income (loss) before reclassifications
(27)— 20 (7)
Amounts reclassified from accumulated other comprehensive loss
— 2 (13)(11)
Net other comprehensive income (loss)
(27)2 7 (18)
Balance as of March 31, 2024$(566)$(260)$77 $(749)
____________
(1)Includes net investment hedge gains and intra-entity foreign currency transactions that are of a long-term investment nature.
(2)Amounts reclassified relate to the amortization of prior service cost and amortization of net loss and were recognized in other non-operating income (loss), net in our condensed consolidated statements of operations.
(3)Amounts reclassified were the result of hedging instruments, primarily comprising interest rate swaps, with related amounts recognized in interest expense in our condensed consolidated statements of operations. Amounts reclassified also related to foreign currency forward contracts that hedge our foreign currency denominated fees, with related amounts recognized in various revenue line items, as applicable, in our condensed consolidated statements of operations.

Note 11: Business Segments

We are a hospitality company with operations organized in two distinct operating segments: (i) management and franchise and (ii) ownership, each of which is reported as a segment based on (a) delivering a similar set of products and services and
(b) being managed separately given its distinct economic characteristics.

The management and franchise segment includes all of the hotels we manage for third-party owners, as well as all properties that license our IP, and/or use our booking channels and related programs, and where we provide other contracted services, but the day-to-day services of the hotels are operated or managed by someone other than us. Revenues from this segment include: (i) management and franchise fees charged to third-party hotel owners; (ii) licensing fees from our strategic partners, including co-branded credit card providers and third-party hotels we do not manage or franchise but that use our booking channels and related programs ("strategic partner hotels"), and Hilton Grand Vacations Inc. ("HGV"); and (iii) fees for managing the hotels in our ownership segment. The ownership segment primarily derives revenues from nightly hotel room sales, food and beverage sales and other services at our consolidated hotels.

Our President and Chief Executive Officer is our chief operating decision maker ("CODM"). Our CODM uses Adjusted EBITDA to evaluate the performance of our operating segments. Adjusted EBITDA is calculated as net income (loss), excluding interest expense, a provision for income tax benefit (expense) and depreciation and amortization expenses, as well as gains, losses, revenues and expenses in connection with: (i) asset dispositions for both consolidated and unconsolidated investments; (ii) foreign currency transactions; (iii) debt restructurings and retirements; (iv) furniture, fixtures and equipment ("FF&E") replacement reserves required under certain lease agreements; (v) share-based compensation; (vi) reorganization, severance, relocation and other expenses; (vii) non-cash impairment; (viii) amortization of contract acquisition costs; (ix) cost reimbursement revenues and reimbursed expenses; and (x) other items. Our CODM uses Adjusted EBITDA to evaluate the trends of our segments over time and monitor the segments in light of the performance of our industry and competitors to determine how to allocate capital resources, including contract acquisition costs and capital expenditures. Our CODM does not use assets by operating segment when assessing performance or making operating segment resource allocations. We previously were required to report segment profitability based on segment operating income (loss) as such measure was also regularly provided to our CODM. Beginning in the fourth quarter of 2024, segment operating income (loss) was no longer included in regular reporting provided to the CODM, and, as a result, our reported measure of segment profit (loss) changed to Adjusted EBITDA. The change in our reported measure of segment profit (loss) did not change the identification of our reportable segments from prior periods. Prior period amounts presented are measured on the same basis as amounts for the three months ended March 31, 2025.

12

The following table presents revenues for our reportable segments, reconciled to consolidated amounts:

Three Months Ended
March 31,
20252024
(in millions)
Franchise and licensing fees$631 $576 
Base and other management fees(1)
101 119 
Incentive management fees72 70 
Management and franchise804 765 
Ownership234 255 
Segment revenues1,038 1,020 
Amortization of contract acquisition costs(14)(12)
Other revenues46 50 
Cost reimbursement revenues
1,630 1,521 
Intersegment fees elimination(1)
(5)(6)
Total revenues$2,695 $2,573 
____________
(1)Includes management, royalty and IP fees charged to consolidated hotels in our ownership segment by our management and franchise segment, which were eliminated in our condensed consolidated statements of operations.

13

The following table presents Adjusted EBITDA for our reportable segments, reconciled to consolidated income before income taxes:

Three Months Ended
March 31,
20252024
(in millions)
Management and franchise(1)(2)
$804 $765 
Ownership(1)(2)
8 15 
Segment Adjusted EBITDA
812 780 
Corporate and other(3)
(17)(30)
Interest expense(145)(131)
Depreciation and amortization expenses(41)(36)
Gain on sales of assets, net— 7 
Gain (loss) on foreign currency transactions2 (1)
Loss on debt guarantees(4)
— (47)
FF&E replacement reserves(13)(11)
Share-based compensation expense(36)(41)
Amortization of contract acquisition costs(14)(12)
Cost reimbursement revenues(5)
1,630 1,521 
Reimbursed expenses(5)
(1,759)(1,630)
Other adjustments(6)
(9)(4)
Income before income taxes$410 $365 
____________
(1)Includes management, royalty and IP fees charged to consolidated hotels in our ownership segment by our management and franchise segment, which were eliminated in our condensed consolidated statements of operations.
(2)No expenses are allocated to the management and franchise segment. For the ownership segment, rent expense is the significant expense regularly provided to the CODM; rent expense for the three months ended March 31, 2025 and 2024 was $41 million and $42 million, respectively, and total other expenses were $186 million and $200 million for the three months ended March 31, 2025 and 2024, respectively, comprising (i) room expenses; (ii) food and beverage costs; (iii) property expenses; and (iv) other support costs. Ownership segment Adjusted EBITDA also includes income (loss) from hotels owned or leased by entities in which we own a noncontrolling financial interest.
(3)Amounts primarily include general and administrative expenses, excluding share-based compensation expense, and expenses related to our purchasing operations.
(4)Amount includes losses on debt guarantees for certain hotels that we manage; refer to Note 12: "Commitments and Contingencies" for additional information.
(5)Amounts include results from the operation of programs conducted for the benefit of property owners and exclude cash receipts recorded as deferred revenues on our condensed consolidated balance sheets related to these programs. Under the terms of the related contracts, we do not operate these programs to generate a profit and have contractual rights to adjust future collections to recover prior period expenditures.
(6)Amount for the three months ended March 31, 2025 includes restructuring costs related to one of our leased properties. Amount for the three months ended March 31, 2024 primarily relates to transaction costs incurred for acquisitions. Amounts for both periods include net losses (gains) related to certain of our investments in unconsolidated affiliates, severance and other items.

Note 12: Commitments and Contingencies

Although we include performance clauses in certain of our management contracts, most of these clauses do not require us to fund shortfalls but instead allow the owner to terminate the contract if specified operating performance levels are not achieved. In limited cases, we are obligated to fund performance shortfalls and our obligations under these guarantees in future periods are dependent on the operating performance level of the related hotel over the remaining term of the performance guarantee for that hotel. As of March 31, 2025, we had performance guarantees with expirations ranging from 2025 to 2043 and possible cash outlays totaling $23 million.

We also have extended debt guarantees and provided letters of credit to owners of certain hotels that we currently or in the future will manage or franchise. During the three months ended March 31, 2024, we recognized $47 million of losses in other non-operating loss, net in our condensed consolidated statement of operations and paid $62 million for debt guarantees extended to certain hotels we manage. Our debt guarantees and letters of credit as of March 31, 2025 had expirations ranging from 2031 to 2033 and remaining possible cash outlays totaling $45 million.

The performance and debt guarantees create variable interests in the ownership entities of the related hotels, of which we are not the primary beneficiary.

14

We receive program fees from property owners and strategic partners that are used to operate our Hilton Honors program, marketing, sales and brands programs and other shared services on behalf of property owners. If we collect amounts in excess of amounts expended, we have a commitment to spend these amounts on the related programs.

We are involved in various claims and lawsuits arising in the ordinary course of business, some of which include claims for substantial sums. While the ultimate results of claims and litigation cannot be predicted with certainty, we expect that the ultimate resolution of all pending or threatened claims and litigation as of March 31, 2025 will not have a material adverse effect on our consolidated financial position, results of operations or cash flows.

Note 13: Supplemental Disclosures of Cash Flow Information

Cash interest paid included within operating activities in our condensed consolidated statements of cash flows was $146 million and $120 million during the three months ended March 31, 2025 and 2024, respectively. These amounts exclude $10 million and $14 million for the three months ended March 31, 2025 and 2024, respectively, of cash receipts related to settlements of our interest rate swap with a financing component, which are separately disclosed within financing activities in our condensed consolidated statements of cash flows.

Income tax payments, net of refunds received, were $29 million and $18 million for the three months ended March 31, 2025 and 2024, respectively.

15

Item 2.    Management's Discussion and Analysis of Financial Condition and Results of Operations

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our unaudited condensed consolidated financial statements and related notes included elsewhere in this Quarterly Report on Form 10-Q and with our Annual Report on Form 10-K for the fiscal year ended December 31, 2024.

Forward-Looking Statements

This Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). These statements include, but are not limited to, statements related to our expectations regarding the performance of our business, future financial results, liquidity and capital resources and other non-historical statements. In some cases, you can identify these forward-looking statements by the use of words such as "outlook," "believes," "expects," "forecasts," "potential," "continues," "may," "will," "should," "could," "seeks," "projects," "predicts," "intends," "plans," "estimates," "anticipates" or the negative version of these words or other comparable words. Such forward-looking statements are subject to various risks and uncertainties including, among others, risks inherent to the hospitality industry; macroeconomic factors beyond our control, such as inflation, changes in interest rates, challenges due to labor shortages or disputes and supply chain disruptions; the loss of key senior management personnel; competition for hotel guests and management and franchise contracts; risks related to doing business with third-party hotel owners; performance of our information technology systems; growth of reservation channels outside of our system; risks of doing business outside of the U.S.; risks associated with conflicts in Eastern Europe and the Middle East; uncertainty resulting from U.S. and global political trends, tariffs and other policies, including potential barriers to travel, trade and immigration and other geopolitical events; and our indebtedness. Accordingly, there are or will be important factors that could cause actual outcomes or results to differ materially from those indicated in these statements. We believe these factors include, but are not limited to, those described under "Part I—Item 1A. Risk Factors" of our Annual Report on Form 10-K for the fiscal year ended December 31, 2024. These factors should not be construed as exhaustive and should be read in conjunction with the other cautionary statements that are included in this Quarterly Report on Form 10-Q. We undertake no obligation to publicly update or review any forward-looking statement, whether as a result of new information, future developments or otherwise, except as required by law.

Overview

Our Business

Hilton is one of the largest global hospitality companies, with 8,602 properties comprising 1,282,192 rooms in 139 countries and territories as of March 31, 2025. Our premier brand portfolio includes luxury, lifestyle, full service, focused service and all-suites hotel brands, as well as timeshare brands. As of March 31, 2025, we had 218 million members in our award-winning guest loyalty program, Hilton Honors, an increase of 16 percent from March 31, 2024.

Segments and Regions

We analyze our operations and business by both operating segments and geographic regions. Our operations consist of two reportable segments that are based on similar products and services: (i) management and franchise and (ii) ownership. The management and franchise segment provides services, including hotel management and licensing of our IP and/or the use of our booking channels and related programs. Revenues from this segment include: (i) management and franchise fees charged to third-party hotel owners; (ii) licensing fees from our strategic partners, including co-branded credit card providers and strategic partner hotels, and HGV; and (iii) fees for managing the hotels in our ownership segment. As a manager of hotels, we typically are responsible for supervising or operating the hotel in exchange for management fees. As a franchisor of hotels, we charge franchise fees in exchange for the use of one of our brand names and/or related commercial services, such as our reservations system, marketing and information technology services, while a third party manages or operates such franchised hotels. The ownership segment primarily derives revenues from nightly hotel room sales, food and beverage sales and other services at our consolidated hotels.

We conduct business in three distinct geographic regions: (i) the Americas; (ii) Europe, Middle East and Africa ("EMEA"); and (iii) Asia Pacific. The Americas region includes North America, South America and Central America, including all Caribbean nations. Although the U.S., which represented 65 percent of our system-wide hotel rooms as of March 31, 2025, is included in the Americas region, it is often analyzed separately and apart from the Americas region and, as such, it is presented separately within our hotel operating statistics in "—Results of Operations." The EMEA region includes Europe, which represents the western-most peninsula of Eurasia stretching from Iceland in the west to Russia in the east, and the Middle East
16

and Africa ("MEA"), which represents the Middle East region and all African nations, including the Indian Ocean island nations. Europe and MEA are often analyzed separately and, as such, are presented separately within our hotel operating statistics in "—Results of Operations." The Asia Pacific region includes the eastern and southeastern nations of Asia, as well as India, Australia, New Zealand and the Pacific Island nations.

System Growth and Development Pipeline

Our strategic objectives include the continued expansion of our global hotel network, in particular our fee-based business. As we enter into new management and franchise contracts and enter into strategic agreements to complement our hotel portfolio, we expand our business with limited or no capital investment by us as the manager, franchisor or licensor, since the capital required to build, renovate and maintain hotels is typically provided by the third-party owners with whom we contract to provide management services, license our IP or provide access to our booking channels and related programs. Prior to approving the addition of new hotels to our management and franchise development pipeline, we evaluate the economic viability of the hotel based on its geographic location, the credit quality of the third-party owner and other factors. By increasing the number of management and franchise contracts with third-party owners, over time we expect to increase revenues, overall return on invested capital and free cash flow. See further discussion on our cash management policy in "—Liquidity and Capital Resources." The current economic environment, including elevated levels of inflation and interest rates, has posed certain challenges to the execution of our growth strategy, which in some cases have included and may continue to include delays in openings and new development.

In addition to our current hotel portfolio, we are focused on the growth of our business by expanding our global hotel network through our development pipeline, which represents hotels that we expect to add to our system in the future. The following table summarizes our development activity:

As of or for the
Three Months Ended
March 31, 2025
Hotels
Rooms(1)
Hotel system
Openings
186 20,100 
Net additions(2)
155 14,000 
Development pipeline
Additions
270 32,600 
Count as of period end(3)
3,600 503,400 
____________
(1)Rounded to the nearest hundred.
(2)Represents room additions, net of rooms removed from our system. Net unit growth from March 31, 2024 to March 31, 2025 was 7.2 percent.
(3)The hotels in our development pipeline were under development throughout 123 countries and territories, including 27 countries and territories where we had no existing hotels, with nearly half of the rooms under construction and more than half of the rooms located outside of the U.S. Rooms under construction include rooms for hotels under construction or operating hotels that are in the process of conversion to our system. Nearly all of the rooms in our development pipeline will be in our management and franchise segment upon opening. We do not consider any individual development project to be material to us.

17

Key Business and Financial Metrics Used by Management

Comparable Hotels

We define our comparable hotels as those that: (i) were active and operating in our system for at least one full calendar year, have not undergone a change in brand or ownership type during the current or comparable periods and were open January 1st of the previous year; and (ii) have not undergone large-scale capital projects, sustained substantial property damage, encountered business interruption or for which comparable results were not available. We exclude strategic partner hotels from our comparable hotels. Of the 8,497 hotels in our system as of March 31, 2025, 449 hotels were strategic partner hotels and 6,503 hotels were classified as comparable hotels. Our 1,545 non-comparable hotels as of March 31, 2025 included (i) 742 hotels that were added to our system after January 1, 2024 or that have undergone a change in brand or ownership type during the current or comparable periods reported and (ii) 803 hotels that were removed from the comparable group for the current or comparable periods reported because they underwent or are undergoing large-scale capital projects, sustained substantial property damage, encountered business interruption or comparable results were otherwise not available.

Occupancy

Occupancy represents the total number of room nights sold divided by the total number of room nights available at a hotel or group of hotels for a given period. Occupancy measures the utilization of available capacity at a hotel or group of hotels. Management uses occupancy to gauge demand at a specific hotel or group of hotels in a given period. Occupancy levels also help management determine achievable Average Daily Rate ("ADR") pricing levels as demand for hotel rooms increases or decreases.

ADR

ADR represents hotel room revenue divided by the total number of room nights sold for a given period. ADR measures the average room price attained by a hotel, and ADR trends provide useful information concerning the pricing environment and the nature of the customer base of a hotel or group of hotels. ADR is a commonly used performance measure in the industry, and we use ADR to assess pricing levels that we are able to generate by type of customer, as changes in rates charged to customers have different effects on overall revenues and incremental profitability than changes in occupancy, as described above.

Revenue per Available Room ("RevPAR")

RevPAR is calculated by dividing hotel room revenue by the total number of room nights available to guests for a given period. We consider RevPAR to be a meaningful indicator of our performance as it provides a metric correlated to two primary and key drivers of operations at a hotel or group of hotels, as previously described: occupancy and ADR. RevPAR is also a useful indicator in measuring performance over comparable periods for comparable hotels.

References to occupancy, ADR and RevPAR are presented on a comparable basis, based on the comparable hotels as of March 31, 2025, and references to ADR and RevPAR are presented on a currency neutral basis, unless otherwise noted. As such, comparisons of these hotel operating statistics for the three months ended March 31, 2025 and 2024 use foreign currency exchange rates for the three months ended March 31, 2025.

Adjusted EBITDA

Adjusted EBITDA is calculated as net income (loss), excluding interest expense, a provision for income tax benefit (expense) and depreciation and amortization expenses, as well as gains, losses, revenues and expenses earned or incurred in connection with: (i) asset dispositions for both consolidated and unconsolidated investments; (ii) foreign currency transactions; (iii) debt restructurings and retirements; (iv) FF&E replacement reserves required under certain lease agreements; (v) share-based compensation; (vi) reorganization, severance, relocation and other expenses; (vii) non-cash impairment; (viii) amortization of contract acquisition costs; (ix) cost reimbursement revenues and reimbursed expenses; and (x) other items.

We believe that Adjusted EBITDA provides useful information to investors about us and our financial condition and results of operations for the following reasons: (i) it is used by our management team to evaluate our operating performance and make day-to-day operating decisions and (ii) it is frequently used by securities analysts, investors and other interested parties as a common performance measure to compare results or estimate valuations across companies in our industry. Additionally, this measure excludes certain items that can vary widely across different industries and among competitors within our industry. For instance, interest expense and income taxes are dependent on company specifics, including, among other things, capital
18

structure and operating jurisdictions, respectively, and, therefore, could vary significantly across companies. Depreciation and amortization expenses, as well as amortization of contract acquisition costs, are dependent upon company policies, including the method of acquiring and depreciating assets and the useful lives that are assigned to those depreciating or amortizing assets for accounting purposes. We also exclude items such as: (i) FF&E replacement reserves for leased hotels to be consistent with the treatment of capital expenditures for property and equipment, where depreciation of such capitalized assets is reported within depreciation and amortization expenses; (ii) share-based compensation, as this could vary widely among companies due to the different plans in place and the usage of them; and (iii) other items that are not reflective of our operating performance, such as amounts related to debt restructurings and debt retirements and reorganization and related severance costs, to enhance period-over-period comparisons of our ongoing operations. Further, Adjusted EBITDA excludes both cost reimbursement revenues and reimbursed expenses as we contractually do not operate the related programs to generate a profit and have contractual rights to adjust future collections to recover prior period expenditures. The direct reimbursements from property owners are billable and reimbursable as the costs are incurred and have no net effect on net income (loss) in the reporting period. The indirect reimbursements from property owners are typically billed and collected monthly, based on the underlying hotel's sales or usage (e.g., gross room revenue or number of reservations processed), while the associated costs are recognized as incurred by Hilton, creating timing differences, with the net effect impacting net income (loss) in the reporting period. These timing differences are due to our discretion to spend in excess of revenues earned or less than revenues earned in a single period to ensure that the programs are operated in the best long-term interests of our property owners. However, over the life of the operation of these programs, the expenses incurred related to the indirect reimbursements are designed to equal the revenues earned from the indirect reimbursements over time such that, in the long term, the programs will not earn a profit or generate a loss and do not impact our economics, either positively or negatively. Therefore, the net effect of our reimbursed revenues and expenses is not used by management to evaluate our operating performance, determine executive compensation or make other operating decisions, and we exclude their impact when evaluating period over period performance results.

Adjusted EBITDA is not a recognized term under GAAP and should not be considered as an alternative, either in isolation or as a substitute, for net income (loss) or other measures of financial performance or liquidity, including cash flows, derived in accordance with GAAP. Further, Adjusted EBITDA has limitations as an analytical tool, including:

•Adjusted EBITDA does not reflect changes in, or cash requirements for, our working capital needs;

•Adjusted EBITDA does not reflect our interest expense, or the cash requirements necessary to service interest or principal payments, on our indebtedness;

•Adjusted EBITDA does not reflect income tax expenses or the cash requirements to pay our taxes;

•Adjusted EBITDA does not reflect historical cash expenditures or future requirements for capital expenditures or contractual commitments;

•Adjusted EBITDA does not reflect the effect on earnings or changes resulting from matters that we consider not to be indicative of our future operations;

•although depreciation and amortization are non-cash charges, the assets being depreciated and amortized will often have to be replaced in the future, and Adjusted EBITDA does not reflect any cash requirements for such replacements; and

•other companies in our industry may calculate Adjusted EBITDA differently, limiting its usefulness as a comparative measure.

Because of these limitations, Adjusted EBITDA should not be considered as discretionary cash available to us to reinvest in the growth of our business, return to our stockholders through share repurchases and dividends or as measures of cash that will be available to us to meet our obligations.


19

Results of Operations

The hotel operating statistics by region for our system-wide comparable hotels were as follows:

Three Months EndedChange
March 31, 2025
2025 vs. 2024
System-wide
Occupancy66.8 %0.4 %pts.
ADR$155.07 1.8 %
RevPAR$103.59 2.5 %
U.S.
Occupancy67.7 %0.2 %pts.
ADR$164.58 1.7 %
RevPAR$111.39 2.1 %
Americas (excluding U.S.)
Occupancy64.4 %0.4 %pts.
ADR$153.63 7.1 %
RevPAR$98.92 7.7 %
Europe
Occupancy64.5 %0.6 %pts.
ADR$138.58 1.6 %
RevPAR$89.34 2.6 %
MEA
Occupancy70.8 %2.1 %pts.
ADR$202.79 5.3 %
RevPAR$143.55 8.5 %
Asia Pacific
Occupancy64.1 %0.8 %pts.
ADR$107.09 (1.2)%
RevPAR$68.69 — %

System-wide RevPAR increased during the three months ended March 31, 2025, supported by improvements in system-wide ADR, which included the impact of inflation, an increase in occupancy in all regions and increased group performance in all regions. The U.S., Europe and MEA all benefited from holiday shifts in the respective regions. The increase in RevPAR in the U.S. was also a result of special events. Europe was also positively impacted by an increase in business travel. MEA benefited from the shift of Ramadan fully into the first quarter, as well as an increase in inbound business and leisure travel. The increase in the Americas, excluding the U.S., was also due to special events in the region, attributable to increases in both inbound and domestic leisure travel. RevPAR in Asia Pacific was flat due to growth in countries and territories outside of China, driven by special events, offset by tougher year-over-year comparisons in China, as demand continues to steady.
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The table below provides a reconciliation of net income to Adjusted EBITDA:

Three Months Ended
March 31,
20252024
(in millions)
Net income$300 $268 
Interest expense145 131 
Income tax expense110 97 
Depreciation and amortization expenses41 36 
Gain on sales of assets, net
— (7)
Loss (gain) on foreign currency transactions
(2)1 
Loss on debt guarantees(1)
— 47 
FF&E replacement reserves13 11 
Share-based compensation expense36 41 
Amortization of contract acquisition costs14 12 
Cost reimbursement revenues(2)
(1,630)(1,521)
Reimbursed expenses(2)
1,759 1,630 
Other adjustments(3)
9 4 
Adjusted EBITDA$795 $750 
____________
(1)Amount includes losses on debt guarantees for certain hotels that we manage; refer to Note 12: "Commitments and Contingencies" in our unaudited condensed consolidated financial statements for additional information.
(2)Amounts include results from the operation of programs conducted for the benefit of property owners and exclude cash receipts recorded as deferred revenues on our condensed consolidated balance sheets related to these programs. Under the terms of the related contracts, we do not operate these programs to generate a profit and have contractual rights to adjust future collections to recover prior period expenditures.
(3)Amount for the three months ended March 31, 2025 includes restructuring costs related to one of our leased properties. Amount for the three months ended March 31, 2024 primarily relates to transaction costs incurred for acquisitions. Amounts for both periods include net losses (gains) related to certain of our investments in unconsolidated affiliates, severance and other items.

Revenues

Three Months EndedPercent
March 31,Change
202520242025 vs. 2024
(in millions)
Franchise and licensing fees$625 $571 9.5
Base and other management fees$88 $106 (17.0)
Incentive management fees72 70 2.9
Total management fees$160 $176 (9.1)

The increase in franchise fees included the impact of an increase in RevPAR at our comparable franchised hotels. During the three months ended March 31, 2025, RevPAR at our comparable franchised hotels increased 1.5 percent, contributing to a currency neutral increase in franchise fees of $8 million, as a result of an increase in occupancy of 0.2 percentage points, and an increase in ADR of 1.2 percent. Further, franchise fees include a net increase of $12 million, as a result of net hotel additions, partially offset by a decrease of $3 million in termination fees.

Licensing fees increased $34 million as a result of an increase in fees from our strategic partnerships, primarily resulting from activity under our co-branded credit card arrangements and HGV. Increased fees from HGV resulted from increased timeshare revenues earned by HGV, inclusive of the impact of adding new timeshare properties to our system between the periods.

The decrease in management fees was largely attributable to a decrease of $20 million in termination fees received from hotels that exited our system, partially offset by an increase in RevPAR at our comparable managed hotels. During the three months ended March 31, 2025, RevPAR at our comparable managed hotels increased 5.2 percent, contributing to a currency neutral increase in management fees of $5 million, as a result of an increase in occupancy of 1.1 percentage points, and an increase in ADR of 3.5 percent.
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Three Months EndedPercent
March 31,Change
202520242025 vs. 2024
(in millions)
Ownership revenues
$234 $255 (8.2)

The $21 million decrease in ownership revenues included a currency neutral decrease of $16 million and a $5 million decrease resulting from unfavorable fluctuations in foreign currency exchange rates.

Revenues from our non-comparable consolidated hotels within our ownership segment decreased $15 million, on a currency neutral basis, primarily due to hotels that exited our system or changed ownership types between the periods.

Three Months EndedPercent
March 31,Change
202520242025 vs. 2024
(in millions)
Other revenues$46 $50 (8.0)

The decrease in other revenues was primarily due to decreased procurement volume and associated vendor rebates for purchases made by properties outside of our system, partially offset by increased activity by properties within our system, that participate in our purchasing programs.

Operating Expenses

Three Months EndedPercent
March 31,Change
202520242025 vs. 2024
(in millions)
Ownership expenses
$239 $247 (3.2)

The $8 million decrease in ownership expenses included a decrease of $4 million on a currency neutral basis and a $4 million decrease resulting from favorable fluctuations in foreign currency exchange rates.

Expenses from our non-comparable consolidated hotels within our ownership segment decreased $6 million, on a currency neutral basis, primarily due to hotels that exited our system or changed ownership types between the periods, partially offset by increases in expenses for hotels undergoing renovations.

Three Months EndedPercent
March 31,Change
202520242025 vs. 2024
(in millions)
Depreciation and amortization expenses$41 $36 13.9
General and administrative expenses94 104 (9.6)
Other expenses26 30 (13.3)

The increase in depreciation and amortization expenses was primarily related to software placed in service between the periods.

The decrease in general and administrative expenses was primarily due to a decrease in costs related to payroll and other compensation costs.

The decrease in other expenses was primarily due to decreased procurement volume from our purchasing operations with properties outside of our system.

22

Non-operating Income and Expenses

Three Months EndedPercent
March 31,Change
202520242025 vs. 2024
(in millions)
Interest expense$(145)$(131)10.7
Gain (loss) on foreign currency transactions
2 (1)
NM(1)
Other non-operating income (loss), net
17 (36)
NM(1)
Income tax expense
(110)(97)13.4
____________
(1)Fluctuation in terms of percentage change is not meaningful.

In both March 2024 and in September 2024, we issued $1.0 billion Senior Notes (the "March 2024 Senior Notes issuance" and the "September 2024 Senior Notes issuance," respectively) for a total aggregate principal amount of $2.0 billion for the year.

The increase in interest expense was primarily attributable to an increase of $30 million due to the March 2024 Senior Notes issuance and the September 2024 Senior Notes issuance. The increase was partially offset by a decrease in interest expense on the Term Loans of $11 million primarily as a result of decreases in one-month Secured Overnight Financing Rate ("SOFR") for the comparable periods.

The net gains and losses on foreign currency transactions are the result of changes in foreign currency exchange rates, including on certain intercompany financing arrangements, such as short-term cross-currency intercompany loans, as well as transactions denominated in foreign currencies.

The net change in other non-operating income (loss), net was primarily driven by a decrease in losses on debt guarantees for certain hotels that Hilton manages. See Note 12: "Commitments and Contingencies" in our unaudited condensed consolidated financial statements for additional information.

The increase in income tax expense was primarily attributable to the increase in income before income taxes.

Segment Results

As of March 31, 2025, our management and franchise segment included 833 managed and 7,722 franchised and licensed properties, which included 105 timeshare and 449 strategic partner hotels, consisting of 1,266,586 total rooms, and our ownership segment included 47 hotels consisting of 15,606 total rooms. Refer to Note 11: "Business Segments" in our unaudited condensed consolidated financial statements for reconciliations of revenues for our reportable segments to consolidated total revenues and of segment Adjusted EBITDA to consolidated income before income taxes.

Franchise and licensing fees and total management fees, including fees charged to our ownership segment and excluding amortization of contract acquisition costs, reflects our management and franchise segment revenues and segment Adjusted EBITDA. Our ownership segment Adjusted EBITDA reflects revenues from consolidated hotels within our ownership segment, less (i) ownership expenses, excluding FF&E replacement reserves expenses, share-based compensation expenses and certain other items, less (ii) fees charged by our management and franchise segment to our ownership segment, plus (iii) income (loss) from hotels owned or leased by entities in which we own a noncontrolling financial interest. For the three months ended March 31, 2025, refer to "—Revenues" for further discussion of the changes in our franchise and licensing fees and total management fees as well as for further discussion of the changes in revenues from our ownership segment. Refer to "—Operating Expenses" for further discussion of the changes in our ownership segment expenses.

Liquidity and Capital Resources

Overview

As of March 31, 2025, we had total cash and cash equivalents of $807 million, including $76 million of restricted cash and cash equivalents. The majority of our restricted cash and cash equivalents is related to cash collateral and cash held for FF&E reserves.

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Our known short-term liquidity requirements primarily consist of funds necessary to pay for operating and other expenditures, including: (i) costs associated with the management and franchising of hotels; (ii) corporate expenses; (iii) payroll and compensation costs; (iv) taxes and compliance costs; (v) scheduled debt maturities and interest payments on our outstanding indebtedness, including repayment of the May 2025 Senior Notes; (vi) lease payments under our finance and operating leases; (vii) costs, other than compensation and lease payments that are noted separately, associated with the operations of consolidated hotels within our ownership segment, including, but not limited to, utilities and operating supplies; (viii) committed contract acquisition costs; (ix) capital and maintenance expenditures for required renovations and maintenance at the consolidated hotels within our ownership segment; (x) corporate capital and information technology expenditures; (xi) dividends as declared; and (xii) share repurchases.

Our known long-term liquidity requirements primarily consist of funds necessary to pay for: (i) scheduled debt maturities and interest payments on our outstanding indebtedness; (ii) lease payments under our finance and operating leases; (iii) committed contract acquisition costs; (iv) capital improvements to the consolidated hotels within our ownership segment; (v) corporate capital and information technology expenditures; (vi) dividends as declared; (vii) share repurchases; and (viii) commitments to owners in our management and franchise segment made in the normal course of business for which we are reimbursed by these owners through Hilton Honors and program fees to operate our Hilton Honors program, marketing, sales and brands programs and shared services.

During the three months ended March 31, 2025, we repurchased approximately 3.7 million shares of our common stock for $890 million. As of March 31, 2025, approximately $3.5 billion remained available for share repurchases under our stock repurchase program.

In circumstances where we have the opportunity to support our strategic objectives, we may provide guarantees or other commitments, as necessary, to owners of hotels that we currently or in the future will manage or franchise or other third parties. See Note 12: "Commitments and Contingencies" in our unaudited condensed consolidated financial statements for additional information on our commitments that were outstanding as of March 31, 2025.

We have a long-term investment policy that is focused on the preservation of capital and maximizing the return on new and existing investments and returning available capital to stockholders through dividends and share repurchases. Within the framework of our investment policy, we intend to finance our business activities primarily with cash on our balance sheet as of March 31, 2025, cash generated from our operations and, as needed, the use of the available capacity of our Revolving Credit Facility. We have continued access to debt markets and expect to be able to obtain financing as a source of liquidity as required and to extend maturities of existing borrowings, if necessary. Additionally, we may from time to time pre-sell Hilton Honors points through strategic partnership arrangements as a source of liquidity.

After considering our approach to liquidity and our available sources of cash, we believe that our cash position and sources of liquidity will meet anticipated requirements for operating and other expenditures, including corporate expenses, payroll and other compensation costs, taxes and compliance costs, debt obligations and other commitments for the foreseeable future based on current conditions. The objectives of our cash management policy are maintaining the availability of liquidity and minimizing operational costs.

We may from time to time issue or incur or increase our capacity to incur new debt and/or purchase our outstanding debt through underwritten offerings, open market transactions, privately negotiated transactions or otherwise. Issuances or incurrence of new debt (or an increase in our capacity to incur new debt) and/or purchases or retirements of outstanding debt, if any, will depend on prevailing market conditions, liquidity requirements, contractual restrictions and other factors. The amounts involved may be material.

24

Sources and Uses of Our Cash and Cash Equivalents

The following table summarizes our net cash flows:

Three Months EndedPercent
March 31,Change
202520242025 vs. 2024
(in millions)
Net cash provided by operating activities$452 $346 30.6
Net cash used in investing activities(50)(27)85.2
Net cash provided by (used in) financing activities(974)238 
NM(1)
____________
(1)Fluctuation in terms of percentage change is not meaningful.

Operating Activities

Cash flows from operating activities were primarily generated from management, franchise and licensing fee revenue. The increase in net cash inflows during the period included an increase in cash inflows generated from our management and franchise segment, discussed in "—Revenues," largely as a result of revenues from new hotels added, net of hotels removed and an increase in RevPAR at our comparable franchised hotels, partially offset by a decrease of $20 million in termination fees received from managed properties. Additionally, there was a decrease in a cash outflows of $62 million for debt guarantee payments that were made during the three months ended March 31, 2024.

Investing Activities

Net cash used in investing activities primarily included cash flows related to: (i) capitalized software costs that were related to various systems initiatives for the benefit of both our hotel owners and our overall corporate operations, and (ii) capital expenditures for property and equipment related to corporate property and the renovation of certain hotels in our ownership segment. Additionally, our investing activities include the net cash inflows and outflows related to our undesignated derivative financial instruments that we have in place to hedge against the impact of fluctuations in foreign currency exchange rates on certain of our intercompany loan and cash balances, which were primarily the result of changes in the exchange rates for the Euro and Australian Dollar to the U.S. dollar for the three months ended March 31, 2025.

Financing Activities

The decrease in net cash provided by financing activities was primarily attributable to a $1.0 billion cash inflow from the March 2024 Senior Notes issuance during the three months ended March 31, 2024. The decrease in cash inflows also reflects a $209 million increase in cash outflows for share repurchases.

Debt and Borrowing Capacity

As of March 31, 2025, our total indebtedness, excluding the deduction for unamortized deferred financing costs and discount, was approximately $11.2 billion. No borrowings were outstanding under the Revolving Credit Facility as of March 31, 2025, which had an available borrowing capacity of $1,908 million after considering $92 million of outstanding letters of credit. For additional information on our total indebtedness and guarantees on our debt, refer to Note 5: "Debt" in our unaudited condensed consolidated financial statements.

If we are unable to generate sufficient cash flow from operations in the future to service our debt, we may be required to reduce capital expenditures or issue additional equity securities. We do not have any material indebtedness outstanding that matures prior to April 2027, other than the May 2025 Senior Notes due in May 2025. We believe that we have sufficient sources of liquidity and access to debt financing to address the repayment of the May 2025 Senior Notes, as well as all indebtedness that becomes due thereafter, at or prior to the respective maturity dates. In April 2025, we issued notice to borrow $500 million under the Revolving Credit Facility and plan to use the proceeds, together with available cash, to repay, at maturity, all $500 million in aggregate principal amount of the May 2025 Senior Notes, plus accrued and unpaid interest. Our ability to make scheduled principal payments and to pay interest on our debt depends on our future operating performance, which is subject to general conditions in or affecting the hospitality industry that may be beyond our control.

25

Critical Accounting Estimates

The preparation of our unaudited condensed consolidated financial statements in accordance with GAAP requires us to make estimates and assumptions that affect reported amounts and related disclosures. We have discussed the estimates and assumptions that we believe are critical because they involve a higher degree of judgment in their application and are based on information that is inherently uncertain in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024, and, during the three months ended March 31, 2025, there were no material changes to those critical accounting estimates that were previously disclosed.

Item 3.    Quantitative and Qualitative Disclosures About Market Risk

We are exposed to market risk primarily from changes in one-month SOFR, the benchmark rate for which the interest rate of the majority of our variable-rate indebtedness is based on, and foreign currency exchange rates. These rate changes may affect future income, cash flows and the fair value of the Company, its assets and its liabilities. In certain situations, we may seek to reduce volatility associated with changes in interest rates and foreign currency exchange rates by entering into derivative financial instruments intended to provide a hedge against a portion of the risks associated with such volatility. We continue to have exposure to such risks to the extent they are not hedged. We enter into derivative financial instruments to the extent they meet our objectives to reduce volatility in our results of operations and cash flows, and we do not use derivatives for speculative purposes. Our exposure to market risk has not materially changed from what was previously disclosed in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024.

Item 4.    Controls and Procedures

Disclosure Controls and Procedures

The Company maintains a set of disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) that are designed to ensure that information required to be disclosed by the Company in reports that it files or submits under the Exchange Act, is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission ("SEC") rules and forms, and that such information is accumulated and communicated to the Company's management, including its Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosures. The design of any disclosure controls and procedures is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Any controls and procedures, no matter how well designed and operated, can provide only reasonable, not absolute, assurance of achieving the desired control objectives. In accordance with Rule 13a-15(b) of the Exchange Act, as of the end of the period covered by this Quarterly Report on Form 10-Q, an evaluation was carried out under the supervision and with the participation of the Company’s management, including its Chief Executive Officer and Chief Financial Officer, of the effectiveness of its disclosure controls and procedures. Based on that evaluation, the Company’s Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures, as of the end of the period covered by this Quarterly Report on Form 10-Q, were effective to provide reasonable assurance that information required to be disclosed by the Company in reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms and is accumulated and communicated to the Company’s management, including the Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

Changes in Internal Control Over Financial Reporting

There has been no change in the Company’s internal control over financial reporting during the Company’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.
26

PART II. OTHER INFORMATION

Item 1.     Legal Proceedings

We are involved in various claims and lawsuits arising in the ordinary course of business, some of which include claims for substantial sums, including proceedings involving tort and other general liability claims, employee claims, antitrust claims, consumer protection claims and claims related to our management of certain hotels. We recognize a liability when we believe the loss is probable and can be reasonably estimated. Most occurrences involving liability, claims of negligence and employees are covered by indemnification from third-party hotel owners and/or policies that we hold with solvent insurance carriers. The ultimate results of claims and litigation cannot be predicted with certainty. We believe we have adequate reserves against such matters. We currently believe that the ultimate outcome of such lawsuits and proceedings will not, individually or in the aggregate, have a material adverse effect on our consolidated financial position, results of operations or cash flows. However, depending on the amount and timing, an unfavorable resolution of some or all of these matters could materially affect our future results of operations in a particular period.

Item 1A. Risk Factors

As of March 31, 2025, there have been no material changes from the risk factors previously disclosed under "Part I—Item 1A. Risk Factors" of our Annual Report on Form 10-K for the fiscal year ended December 31, 2024.

Item 2.     Unregistered Sales of Equity Securities and Use of Proceeds

(a) Unregistered Sales of Securities

None.

(b) Use of Proceeds

None.

(c) Issuer Purchases of Equity Securities

The following table sets forth information regarding our purchases of shares of our common stock during the three months ended March 31, 2025:
Total Number of Shares Purchased
Average Price Paid per Share(1)
Total Number of Shares Purchased as Part of Publicly Announced Program(2)
Approximate Dollar Value of Shares that May Yet Be Purchased Under the Program(2)
(in millions)
January 1, 2025 to January 31, 2025
1,228,095 $247.56 1,228,095 $4,121 
February 1, 2025 to February 28, 2025
712,024 265.45 712,024 3,932 
March 1, 2025 to March 31, 2025
1,723,285 230.32 1,723,285 3,535 
Total3,663,404 242.92 3,663,404 
____________
(1)Includes commissions paid.
(2)Our stock repurchase program, which was initially announced in February 2017 and subsequently increased in November 2017, February 2019, March 2020, November 2022, November 2023 and November 2024, allows for the repurchase of up to a total of $14.5 billion of our common stock. Under this publicly announced program, we are authorized to repurchase shares through open market purchases, privately-negotiated transactions or otherwise in accordance with applicable federal securities laws, including through Rule 10b5-1 trading plans and under Rule 10b-18 of the Exchange Act. The repurchase program does not have an expiration date and may be suspended or discontinued at any time.

Item 3.     Defaults Upon Senior Securities

None.

Item 4.     Mine Safety Disclosures

Not applicable.
27

Item 5.     Other Information

During the three months ended March 31, 2025, no director or officer (as defined in Rule 16a-1(f) of the Exchange Act) of the Company adopted, modified or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408 of Regulation S-K.

Item 6.     Exhibits
Exhibit NumberExhibit Description
3.1
3.2
3.3
10.1
10.2
10.3
31.1
31.2
32.1
32.2
101.INS
Inline XBRL Instance Document - this instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
101.SCH
Inline XBRL Taxonomy Extension Schema Document.
101.CAL
Inline XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF
Inline XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB
Inline XBRL Taxonomy Extension Label Linkbase Document.
101.PRE
Inline XBRL Taxonomy Extension Presentation Linkbase Document.
104Cover Page Interactive Data File (embedded within the Inline XBRL document).
____________
*This document has been identified as a management contract or compensatory plan or arrangement.

The agreements and other documents filed as exhibits to this report are not intended to provide factual information or other disclosure other than with respect to the terms of the agreements or other documents themselves, and you should not rely on them for that purpose. In particular, any representations and warranties made by us in these agreements or other documents were made solely within the specific context of the relevant agreement or document and may not describe the actual state of affairs as of the date they were made or at any other time.
28

Signatures

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

HILTON WORLDWIDE HOLDINGS INC.
By:
/s/ Christopher J. Nassetta
Name:Christopher J. Nassetta
Title:President and Chief Executive Officer
By:
/s/ Kevin J. Jacobs
Name:Kevin J. Jacobs
Title:Chief Financial Officer and President, Global Development

Date: April 29, 2025
29
Exhibit 10.1
AWARD NOTICE
AND
PERFORMANCE SHARE UNIT AGREEMENT
HILTON 2017 OMNIBUS INCENTIVE PLAN
The Participant has been granted Performance Shares with the terms set forth in this Award Notice, and subject to the terms and conditions of the Plan and the Performance Share Unit Agreement (including the terms and conditions set forth in the appendices and exhibits attached thereto, the “Agreement”) to which this Award Notice is attached. Capitalized terms used and not defined in this Award Notice will have the meanings set forth in the Performance Share Unit Agreement and the Plan.
Participant Name: #ParticipantName#
Date of Grant: #GrantDate#
Number of Performance Shares Granted: #QuantityGranted# Performance Shares
Final Date of Performance Periods: December 31, 2027
Performance Component (each weighted at 25%)
Threshold (Achievement Percentage of 50%)
Target (Achievement Percentage of 100%)
Maximum (Achievement Percentage of 200%)
Performance Period
2027 Adjusted EBITDA
$$$
January 1, 2027
to December 31,
2027
2027
FCF/Share
$$$
January 1, 2027
to December 31,
2027
2025 – 2027
NUG CAGR
%%%
January 1, 2025
to December 31,
2027
2027 RevPAR
Index (Growth over Prior Year)
 ptsptspts
January 1, 2027
to December 31,
2027
        

1.Performance Components:
(a)The extent to which each Performance Component is satisfied and the number of Performance Shares which become vested shall be calculated with respect to each Performance Component in accordance with the table set forth above; provided that if the number of Performance Shares is not evenly divisible by four (4), then no fractional Shares will vest and the Shares attributable to each Performance Component will be as equal as possible with the residual Shares allocated to the Adjusted EBITDA Performance Component. All determinations with respect to the Performance Components shall be made by the Committee in its sole discretion and the Performance Components shall not be achieved and the Performance Shares shall not be delivered until the Committee certifies the extent to which such Performance Components have been met. The total number of Performance Shares which become vested based on the achievement of the Performance Components shall be equal to (x) the total number of Performance Shares specified above for each applicable Performance Component multiplied by (y) the Achievement Percentage determined pursuant to the table set forth above for the applicable Performance Component and the applicable weighting multiplier, and rounded down to the nearest whole Share.
(b)Any Performance Component measures may at any time be adjusted to exclude the impact of the following events: (i) asset write-downs; (ii) litigation, claims, judgments or settlements; (iii) the effect of changes in tax laws, accounting principles, or other laws or regulatory rules affecting reported results; (iv) any reorganization and restructuring programs; (v) acquisitions or divestitures; (vi) any other specific, unusual or nonrecurring events, or objectively determinable category thereof; (vii) foreign exchange gains and losses or fluctuation in currency exchange rates; (viii) discontinued operations and nonrecurring charges; (ix) a change in the Company’s fiscal year; and (x) any other event described in Section 13 of the Plan.
2.Definitions. For the purposes of this Award Notice:
(a)“Achievement Percentage” shall be determined pursuant to the table set forth above with respect to the threshold, target, and maximum levels for each Performance Component, or a percentage determined using linear interpolation if actual performance falls between threshold and target, or between target and maximum levels (and rounded to the nearest whole percentage point and, if equally between two percentage points, rounded up). Performance at below threshold level will result in an Achievement Percentage of 0% for that performance component, and performance at or above maximum level will result in an Achievement Percentage of 200% for that performance component.
(b)“Adjusted EBITDA” means the Company’s earnings before interest expense, taxes and depreciation and amortization and further adjusted to exclude gains, losses, revenues and expenses in connection with: (i) asset dispositions for both consolidated and unconsolidated investments; (ii) foreign currency transactions; (iii) debt restructurings and retirements; (iv) furniture, fixtures and equipment replacement reserves required under certain lease agreements; (v) share-based compensation; (vi) reorganization, severance, relocation and other expenses; (vii) non-cash impairment; (viii) amortization of contract acquisition costs; (ix) other revenues from managed and franchised properties and other expenses from managed and franchised properties; and (x) other items.
(c)“FCF/Share” is calculated as (i) net cash provided by (used in) operating activities reported in accordance with U.S. GAAP, less (ii) capital expenditures as disclosed by the Company in reports filed with or furnished to the SEC, less (iii) the net impact on annual adjusted free cash flow resulting from any loyalty program advanced points sale, plus (iv) costs and expenses, including tax payments, relating to asset purchases and disposals, less (v) the
        

impact of other non-recurring cash items; with the sum of (i)-(v) divided by (vi) the Company’s reported diluted weighted average shares of Common Stock (as defined in the Plan) outstanding for the last calendar year being measured.
(d)“NUG” means the Company’s managed and franchised (“M&F”) hotel net unit growth, which is calculated as (i) the M&F hotel room count at the end of a period, less (ii) the M&F hotel room count at the beginning of the period, less (iii) the impact of any business or portfolio acquisition or disposition upon close of the transaction (i.e., open hotels on day 1 for an acquisition).
(e)“NUG CAGR” means compound annual growth rate at which the M&F hotel portfolio grew by at the end of the Performance Period (2027) relative to the portfolio at the end of 2024, excluding the impact of any business or portfolio acquisition or disposition upon close of the transaction, assuming a steady growth rate, as calculated at the end of the Performance Period using the following formula:
(i)((Year End 2027 M&F Hotel Room Count/Year End 2024 M&F Hotel Room Count)(Time Period)) – 1.
(ii)where “Time Period” means a fraction, with a numerator of 4 and a denominator equal to the number of full fiscal quarters completed during the Performance Period (i.e., 4/12 or 1/3).
(f)“Performance Component” means the performance criteria applicable to an Award, as set forth on the Award Notice.
(g)“RevPAR” means revenue per available room and is calculated by dividing hotel room revenue by the total number of room nights available to guests for a given period.
(h)“RevPAR Index” is calculated as the weighted average of the Company’s relative share of RevPAR compared to each hotel’s competitive set, as defined by STR, Inc. and related institutions, for the Company’s comparable hotels, as defined in the Company’s reports filed with or furnished to the SEC, as of the period end.
(i)“RevPAR Index Growth” is calculated as RevPAR Index for the final year of the Performance Period (2027) less the RevPAR Index for the year prior (2026), using the Company’s comparable hotels, as defined in the Company’s reports filed with or furnished to the SEC, as of the end of the Performance Period (2027).

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PERFORMANCE SHARE UNIT AGREEMENT
HILTON 2017 OMNIBUS INCENTIVE PLAN
This Performance Share Unit Agreement, effective as of the Date of Grant (as defined below), is between Hilton Worldwide Holdings Inc., a Delaware corporation (the “Company”), and the individual listed in the Award Notice as the “Participant.” Capitalized terms have the meaning set forth in Section 25, or, if not otherwise defined herein, in the Hilton 2017 Omnibus Incentive Plan (as it may be amended, the “Plan”).
1.Grant and Vesting of Performance Shares.
(a)The Company grants the Participant on the Date of Grant the number of Performance Shares as provided in the Award Notice, subject to and in accordance with the terms, conditions and restrictions in the Plan, the Award Notice, and this Agreement.
(b)As promptly as practicable (and, in no event more than 2.5 months) following the last day of the Performance Period, the Committee will determine whether the Performance Components have been satisfied (the date of such determination, the “Determination Date”), and, except as provided in Section 3, and to the extent not previously vested or forfeited as provided in this Agreement, any Performance Shares with respect to which the Performance Components have been satisfied will become vested effective as of the last day of the Performance Period (December 31, 2027). Following the Determination Date (and, in no event more than 2.5 months following the last day of the Performance Period), the Company will deliver to the Participant one Share for each vested Performance Share (as adjusted under the Plan), pursuant to this Section 1, and such vested Performance Share will be cancelled upon delivery of the Share. Any Performance Share which does not become vested effective as of the last day of the Performance Period will be cancelled and forfeited without consideration or any further action by the Participant or the Company. In the event of an equity restructuring, the Committee will adjust any Performance Component to the extent it is affected by such restructuring in order to preserve (without enlarging) the likelihood that such Performance Component will be satisfied. The manner of such adjustment will be determined by the Committee in its sole discretion. For this purpose, “equity restructuring” means an “equity restructuring” as defined in Financial Accounting Standards Board Accounting Standards Codification 718-10 (formerly Statement of Financial Accounting Standards 123R).
(c)The Company will, as soon as reasonably practicable following the applicable vesting date (and in any event within 2.5 months of the vesting date), issue the Share underlying such vested Performance Share to the Participant, free and clear of all restrictions. The Company will pay any costs incurred in connection with issuing the Shares. Notwithstanding anything in this Agreement to the contrary, the Company will have no obligation to issue or transfer the Shares as contemplated by this Agreement unless and until such issuance or transfer complies with all relevant provisions of law and the requirements of any stock exchange on which the Company’s shares are listed for trading. For the avoidance of doubt, unless otherwise provided in Section 2 below, the Participant is not entitled to pro-rata vesting of any Shares if the Participant is employed for only a portion of the vesting period, but no longer employed on the respective vesting date.
2.Termination of Employment.
(a)Subject to Section 2(b), Section 2(c), or Section 2(d) below, in the event that the Participant’s employment with the Company Group terminates for any reason, any
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unvested Performance Shares will be forfeited and all of the Participant’s rights under this Agreement will cease as of the effective date of Termination (the “Termination Date”) (unless otherwise provided for by the Committee in accordance with the Plan).
(b)In the event the Participant’s employment with the Company Group is terminated by the Company Group due to or during the Participant’s Disability or due to the Participant’s death, the full number of Performance Shares granted hereunder will become immediately vested (irrespective of performance) as of the Termination Date, and will thereafter be settled and the respective Shares issued to the Participant in accordance with Section 1(c).
(c)In the event the Participant’s employment with the Company Group is terminated as a result of the Participant’s Retirement after the date that is six (6) months after the Date of Grant, a pro-rated number of the Performance Shares will remain outstanding and eligible to vest, notwithstanding such termination of employment, based on (and to the extent) the Committee’s determination that the Performance Components have been satisfied on the Determination Date, in accordance with the schedule set forth in the Award Notice, so long as no Restrictive Covenant Violation occurs (as determined by the Committee, or its designee, in its sole discretion) prior to the Determination Date, with such pro-ration based on the number of days between January 1, 2025 and the Termination Date (inclusive) relative to the number of calendar days in the period (i.e., 1,095 or 1,096). As a pre-condition to the Participant’s right to continued vesting following Retirement, the Committee or its designee, may require the Participant to certify in writing prior to the applicable vesting date that no Restrictive Covenant Violation has occurred.
(d)If the Participant’s employment with the Company Group terminates for any reason after the last day of the Performance Period and before the Determination Date (other than a termination by the Company Group for Cause or by the Participant while grounds for Cause exist), and no Restrictive Covenant Violation occurs prior to the Determination Date, then all Performance Shares will remain outstanding and eligible to vest based on (and to the extent) the Committee determines that the Performance Components have been satisfied on the Determination Date.
(e)The Participant’s rights with respect to the Performance Shares will not be affected by any change in the nature of the Participant’s employment so long as the Participant continues to be employed by the Company Group. Whether (and the circumstances under which) employment has terminated and the determination of the Termination Date for the purposes of this Agreement will be determined by the Committee (or, with respect to any Participant who is not a director or Officer, its designee, whose good faith determination will be final, binding and conclusive; provided, that such designee may not make any such determination with respect to the designee’s own employment for purposes of the Performance Shares).
3.Effect of a Change in Control.
(a)Adjustment to Number and Vesting Terms of Performance Shares. Subject to Section 13 of the Plan, in the event of a Change in Control during the Participant’s employment or while any Performance Shares remain outstanding and eligible to vest, and prior to the completion of the Performance Period, the number of Performance Shares eligible to vest under this Agreement will be determined as of the date of the Change in Control (such resulting award, the “Adjusted Award”), with the number of Performance Shares either (x) determined based on actual performance through the most recently completed fiscal quarter, measured against performance levels using only the number of fiscal quarters completed prior to the date of such Change in Control, or (y) determined by the Committee in its good faith discretion. The Performance Shares outstanding under the Adjusted Award will remain outstanding and eligible to vest on the last day of the Performance Period, subject to the Participant’s continued
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employment through such date (or if the Participant’s Retirement in accordance with Section 2(c) occurred prior to the Change in Control, subject to the Participant’s continued satisfaction of Section 2(c)), and will thereafter be settled and the respective Shares issued to the Participant in accordance with Section 1.
(b)Certain Terminations Following a Change in Control. Notwithstanding anything herein to the contrary, if the Participant’s employment with the Company Group is terminated by the Company Group without Cause, due to or during the Participant’s Disability, or due to the Participant’s death during the 12-month period immediately following a Change in Control, the Performance Shares subject to the Adjusted Award will become immediately vested as of the Termination Date, and will thereafter be settled and the respective Shares issued to the Participant in accordance with Section 1.
4.Tax Withholding. In connection with the settlement of any Performance Shares under Section 1, the Company will withhold a number of Shares in the amount necessary to satisfy applicable U.S. and non-U.S. Federal, state, or local tax or other withholding requirements, if any (“Withholding Taxes”) in accordance with Section 15(d) of the Plan (or, if the Participant is subject to Section 16 of the Exchange Act at such time, such amount which would not result in adverse consequences under GAAP), unless otherwise agreed to in writing by the Participant and the Company. If any Withholding Taxes become due prior to the settlement of any Performance Shares, the Committee may accelerate the vesting of a number of Performance Shares equal in value to the Withholding Taxes, the Shares to be issued in settlement of such accelerated Performance Shares will be withheld by the Company, and the number of Performance Shares so accelerated will reduce the number of Performance Shares which would otherwise become vested on the applicable vesting date. The number of Performance Shares or Shares equal to the Withholding Taxes will be determined using the closing price per Share on the New York Stock Exchange (or other principal exchange on which the Shares then trade) on the date of determination, and may be rounded up to the nearest whole Performance Share or Share.
5.Dividend Equivalents. With respect to the Performance Shares, the Participant shall be credited with dividend equivalents as and when dividends are paid to the Company’s other shareholders. Dividend equivalents shall accumulate and be paid to the Participant in cash (without interest) as and when the Performance Shares from which the dividend equivalents are derived are settled in accordance with Section 1 and the Participant shall not have any right to such dividend equivalents prior to such settlement. Dividend equivalents shall be subject to the same vesting requirements that apply to the Performance Shares from which such dividend equivalents are derived. If the Performance Shares from which the dividend equivalents are derived are forfeited, the Participant shall have no right to any dividend equivalents.
6.Repayment of Proceeds; Clawback Policy. The Performance Shares, any dividend equivalent payments, and all Shares received in respect of the Performance Shares and all proceeds related to the Performance Shares are subject to the clawback and repayment terms set forth in Sections 15(v) and 15(w) of the Plan and the Company’s Clawback Policy, as amended from time to time, to the extent the Participant is a director or Officer. In addition, if any member of the Company Group terminates the Participant’s employment for Cause or discovers after Termination that grounds existed for a Termination for Cause at the time thereof, then the Participant will be required, in addition to any other remedy available (on a non-exclusive basis), to pay the Company, within ten (10) business days of the Company’s request, the aggregate after- tax proceeds the Participant received in respect of the Performance Shares and any Shares issued in respect thereof. Any reference in this Agreement to grounds existing for a Termination for Cause will be determined without regard to any notice period, cure period, or other procedural delay or event required prior to a finding of, or termination for, Cause.
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7.Adjustments Upon Change in Capitalization. The terms of this Agreement, including calculations with respect to any Performance Component, the Performance Shares, any dividend equivalent payments accrued pursuant to Section 5 and/or the Shares, will be subject to adjustment in accordance with Section 13 of the Plan. Any Performance Component measures may at any time be adjusted to reflect events defined in Section 12(d) of the Plan (without regard to any limitations referenced therein pursuant to Section 162(m) of the Code), including, but not limited to, reflect changes to tax laws, accounting principles, or other laws or regulatory rules affecting reported results. This paragraph will also apply with respect to any extraordinary dividend or other extraordinary distribution in respect of the Common Stock (whether in the form of cash or other property).
8.Restrictive Covenants. The Participant acknowledges and recognizes the highly competitive nature of the businesses of the Company Group, that the Participant will be allowed access to confidential and proprietary information (including but not limited to trade secrets) about those businesses, as well as access to the prospective and actual customers, suppliers, investors, clients and partners involved in those businesses, and the goodwill associated with the Company Group. The Participant accordingly agrees to the provisions of Appendix A to this Agreement (the “Restrictive Covenants”). For the avoidance of doubt, the Restrictive Covenants contained in this Agreement are in addition to, and not in lieu of, any other restrictive covenants or similar covenants or agreements between the Participant and any member of the Company Group.
9.Restrictions on Transfer. The Participant may not assign, sell or otherwise transfer the Performance Shares or the Participant’s right under the Performance Shares to receive Shares, other than in accordance with Section 15(b) of the Plan.
10.Performance Shares Subject to the Plan. The Agreement and Performance Shares granted under this Agreement are subject to all terms and provisions of the Plan and all such terms and provisions are incorporated into this Agreement. By accepting the Performance Shares, the Participant acknowledges that the Participant has received and read the Plan and prospectus and agrees to be bound by the terms, conditions, and restrictions set forth in the Plan, this Agreement, and the Company’s policies, as in effect from time to time, relating to the Plan. In the event of a conflict between any term or provision of the Agreement and a term or provision of the Plan, the terms of the Plan will govern and prevail.
11.Governing Law; Venue. This Agreement will be governed by and construed in accordance with the laws of the State of Delaware applicable to contracts made and performed wholly within the State of Delaware, without giving effect to the conflict of laws provisions thereof. For purposes of litigating any dispute that arises under this Agreement, the parties consent to and submit to the exclusive and personal jurisdiction and venue of the State of New York or the State of Delaware, and each of the Participant, the Company, and any transferees who hold Performance Shares pursuant to a valid assignment, hereby submits to the exclusive jurisdiction of such courts for the purpose of any such suit, action, proceeding, or judgment.
12.No Additional Rights. By accepting this Agreement and the grant of the Performance Shares contemplated in this Agreement, the Participant expressly acknowledges that:
(a)the Plan is established voluntarily by the Company, it is discretionary in nature and may be modified, amended, suspended or terminated by the Company at any time, to the extent permitted by the Plan;
(b)the grant of Performance Shares is exceptional, voluntary and occasional and does not create any contractual or other right to receive future grants of Performance Shares,
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or benefits in lieu of Performance Shares, even if Performance Shares have been granted in the past;
(c)all determinations with respect to future grants of Performance Shares, if any, including the grant date, the number of Shares granted and the applicable vesting terms, will be at the sole discretion of the Company;
(d)the Participant’s participation in the Plan is voluntary and not a condition of Participant’s employment and the Participant may decline to accept the Performance Shares without adverse consequences to the Participant’s continued employment relationship with the Company Group;
(e)the value of the Performance Shares is an extraordinary item that is outside the scope of the Participant’s employment contract, if any, and nothing can or must automatically be inferred from such employment contract or its consequences;
(f)grants of Performance Shares, and the income from and value of same, are not part of normal or expected compensation for any purpose and are not to be used for calculating any severance, resignation, termination, redundancy, dismissal, end of service payments, bonuses, long-service awards, holiday pay, pension or retirement benefits or welfare or similar payments, and the Participant waives any claim on such basis, and for the avoidance of doubt, the Performance Shares will not constitute an “acquired right” under the applicable law of any jurisdiction;
(g)the future value of the underlying Shares is unknown, indeterminable, and cannot be predicted with certainty;
(h)the Participant will have no rights to compensation or damages related to Performance Share proceeds in consequence of the Termination of the Participant’s employment for any reason whatsoever and whether or not in breach of contract and/or the application of any clawback or recoupment policy of the Company or any recoupment, recovery, or clawback policy otherwise required by applicable laws;
(i)the grant and the Participant’s participation in the Plan shall not create a right to employment or be interpreted as forming an employment relationship with the Company;
(j)neither the Plan nor this Agreement, nor the Participant’s receipt of the Performance Shares under the Agreement, will impose any obligation on the Company Group to continue the employment relationship of the Participant and the Company Group may at any time terminate the employment of the Participant, free from any liability or claim under the Plan or this Agreement, except as otherwise expressly provided herein;
(k)the Participant’s interest in the Performance Shares will not entitle the Participant to any rights as a stockholder of the Company; and
(l)the Participant will not be deemed to be the holder of, or have any of the rights and privileges of a stockholder of the Company in respect of, the Shares unless and until such Shares have been issued to the Participant in accordance with Section 1.
13.Section 409A of the Code.
(a)This Agreement is intended to comply with the provisions of Section 409A of the Code and the regulations promulgated thereunder (“Section 409A”). Without limiting the foregoing, the Committee will have the right to amend the terms and conditions of
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this Agreement in any respect as may be necessary or appropriate to comply with Section 409A or any regulations promulgated thereunder, including without limitation by delaying the issuance of the Shares contemplated pursuant to this Agreement.
(b)Notwithstanding any other provision of this Agreement to the contrary, if the Participant is a “specified employee” within the meaning of Section 409A and is subject to U.S. federal income tax, no payments in respect of any Performance Share that is “deferred compensation” subject to Section 409A and which would otherwise be payable upon the Participant’s “separation from service” (as defined in Section 409A) will be made to the Participant prior to the date that is six (6) months after the date of the Participant’s “separation from service” or, if earlier, the Participant’s date of death. Following any applicable six (6) month delay, all such delayed payments will be paid in a single lump sum on the earliest date permitted under Section 409A that is also a business day. The Participant is solely responsible and liable for the satisfaction of all taxes and penalties under Section 409A that may be imposed on or in respect of the Participant in connection with this Agreement, and the Company will not be liable to any Participant for any payment made under this Plan that is determined to result in an additional tax, penalty or interest under Section 409A, nor for reporting in good faith any payment made under this Agreement as an amount includible in gross income under Section 409A. Each payment in a series of payments under this Agreement will be deemed to be a separate payment for purposes of Section 409A.
14.Electronic Delivery and Acceptance. This Agreement may be executed electronically and in counterparts. The Company currently delivers documents related to the Plan by electronic means. The Participant hereby consents to receive such documents by electronic delivery and agrees to participate in the Plan through an on-line system established and maintained by the Company or a third party designated by the Company.
15.Imposition of Other Requirements. The Company reserves the right to impose other requirements on the Participant’s participation in the Plan, on the Performance Shares and on any Shares acquired under the Plan, to the extent the Company determines it is necessary or advisable for legal or administrative reasons, and to require the Participant to sign any additional agreements or undertakings that may be necessary to accomplish the foregoing.
16.No Advice Regarding Grant. The Participant acknowledges and agrees that the Company is not providing any tax, legal or financial advice, nor is the Company making any recommendations regarding the Participant’s participation in the Plan, or the Participant’s acquisition or sale of the underlying Shares. The Participant should consult with the Participant’s own personal tax, legal and financial advisors regarding the Participant’s participation in the Plan before taking any action related to the Plan.
17.Appendices For Non-U.S. Participants and Certain U.S. Participants. Notwithstanding any provisions in this Agreement to the contrary, Participants residing and/or working outside of the United States (“Non-U.S. Participants”) will be subject to the Terms and Conditions for Non-U.S. Participants attached as Appendix C and to the Country-Specific Terms and Conditions attached as Appendix D (to the extent applicable). Additionally, Participants residing and/or working in any of the states or territories of the United States identified in the State Restrictive Covenant Annex attached as Appendix B will be subject to the terms and conditions thereof. If the Participant relocates from the United States to another country, the Terms and Conditions for Non-U.S. Participants and the applicable Country-Specific Terms and Conditions will apply to the Participant, to the extent the Company determines that the application of such terms and conditions is necessary or advisable for legal or administrative reasons. Moreover, if the Participant relocates between any of the countries included in the Country-Specific Terms and Conditions, the additional terms and conditions for such country
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will apply to the Participant, to the extent the Company determines that the application of such terms and conditions is necessary or advisable for legal or administrative reasons.
18.Severability. Should any provision of this Agreement be held by a court of competent jurisdiction to be unenforceable or invalid for any reason, the remaining provisions of this Agreement will not be affected by such holding and will continue in full force in accordance with their terms.
19.Waiver. The Participant acknowledges that a waiver by the Company of the breach of any provision of this Agreement will not operate or be construed as a waiver of any other provision of this Agreement, or of any subsequent breach by the Participant or any other participant in the Plan.
20.Insider Trading Restrictions/Market Abuse Laws. The Participant may be subject to insider trading restrictions and/or market abuse laws in applicable jurisdictions which may affect his or her ability to, directly or indirectly, accept, acquire, sell, or attempt to sell or otherwise dispose of Shares, rights to Shares (e.g., Performance Shares), or rights linked to the value of Shares during such times as the Participant is considered to have “inside information” regarding the Company (as defined by the laws and/or regulations in the applicable jurisdictions or the Participant’s country). Local insider trading laws and regulations may prohibit the cancellation or amendment of orders the Participant places before possessing the inside information. Furthermore, the Participant may be prohibited from (i) disclosing inside information to any third party, including fellow employees (other than on a “need to know” basis) and (ii) “tipping” third parties or causing them to otherwise buy or sell securities. Any restrictions under these laws or regulations are separate from and in addition to any restrictions that may be imposed under any applicable Company insider trading policy. The Participant is responsible for ensuring compliance with any applicable restrictions and should consult his or her personal legal advisor on this matter.
21.Book Entry Delivery of Shares. Whenever reference in this Agreement is made to the issuance or delivery of certificates representing one or more Shares, the Company may elect to issue or deliver such Shares in book entry form in lieu of certificates.
22.Acceptance and Agreement by the Participant; Forfeiture upon Failure to Accept. By accepting the Performance Shares (including through electronic means), the Participant agrees to be bound by the terms, conditions, and restrictions set forth in the Plan, this Agreement, and the Company’s policies, as in effect from time to time, relating to the Plan. The Participant’s rights under the Performance Shares will lapse ninety (90) days from the Date of Grant, and the Performance Shares will be forfeited on such date if the Participant will not have accepted this Agreement by such date. For the avoidance of doubt, the Participant’s failure to accept this Agreement will not affect the Participant’s continuing obligations under any other agreement between the Company and the Participant. The Participant is advised to consult with an attorney regarding this Agreement (including all of its appendices and exhibits) before accepting it.
23.Definitions. The following terms have the following meanings for purposes of this Agreement:
(a)“Agreement” means this Performance Share Unit Agreement including (unless the context otherwise requires) the Award Notice, Appendix A, Appendix B (and the exhibits attached thereto), and the appendices for Non-U.S. Participants attached hereto as Appendix C and Appendix D.
(b)“Award Notice” means the notice to the Participant.
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(c)“Date of Grant” means the “Date of Grant” listed in the Award Notice.
(d)“Officer” means “officer” as defined under Rule 16a-1(f) of the Exchange Act
(e)“Participant” means the “Participant” listed in the Award Notice.
(f)“Performance Components” means the performance components set forth in the Award Notice.
(g)“Performance Period” means the performance period set forth in the Award Notice.
(h) “Performance Shares” means that number of performance-vesting restricted stock units listed in the Award Notice as “Performance Shares Granted” or such number of performance-vesting restricted stock units as adjusted in accordance with Section 7 of this Agreement.
(i)“Restrictive Covenant Violation” means the Participant’s breach of the Restrictive Covenants or any other covenant regarding confidentiality, competitive activity, solicitation of the Company Group’s vendors, suppliers, customers, or employees, or any similar provision applicable to or agreed to by the Participant.
(j)“Retirement” means a termination of the Participant’s employment with the Company Group for any reason, whether by the Participant or by the Company Group, following the date on which (i) the Participant attained the age of 55 years old, and (ii) the number of completed years of the Participant’s employment with the Company Group is at least 10 as based on the Company Seniority Date; provided, however, that a termination of the Participant’s employment (w) by the Company Group for Cause, (x) by the Company Group, or the Participant, in either case, while grounds for Cause exist, (y) due to the Participant’s death, or (z) due to or during the Participant’s Disability, in each case, will not constitute a Retirement for the purposes of this Agreement, regardless of whether such termination occurs following the date on which the age and service requirements set forth in clauses (i) and (ii) have been satisfied.
(k)“Shares” means a number of shares of Common Stock equal to the number of Performance Shares.
[Signatures follow]

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HILTON WORLDWIDE HOLDINGS INC.


By:    /s/ Christopher J. Nassetta     Christopher J. Nassetta
Chief Executive Officer


By:    /s/ Laura Fuentes     Laura Fuentes
Executive Vice President and Chief Human Resources Officer



Acknowledged and Agreed
as of the date first written above:

#Signature#
Participant Signature


APPENDIX A
Restrictive Covenants
1.Non-Competition; Non-Solicitation.
(a)The Participant acknowledges and recognizes the highly competitive nature of the businesses of the Company Group and accordingly agrees as follows:
(i)During the Participant’s employment with the Company Group (the “Employment Term”) and for a period that ends on the later to occur of (A) the first anniversary of the Termination Date or (B) the last day on which any portion of the Award granted under this Agreement is eligible to vest if the Participant ceases to be employed by the Company Group as a result of the Participant’s Retirement (such period, the “Restricted Period”), the Participant will not, whether on the Participant’s own behalf or on behalf of or in conjunction with any person, firm, partnership, joint venture, association, corporation or other business organization, entity or enterprise whatsoever (“Person”), directly or indirectly solicit or assist in soliciting away from the Company the business of any then current or prospective client or customer with whom the Participant (or his or her direct reports) had personal contact or dealings on behalf of the Company or about whom the Participant had access to Confidential Information during the one-year period preceding the Termination Date.
(ii)During the Restricted Period, the Participant will not directly or indirectly:
(A)engage in the Business providing services in the nature of the services the Participant provided to any member of the Company Group at any time in the one year prior to the Termination Date, for a Competitor (as defined below) in the Restricted Area (as defined below);
(B)enter the employ of, or render any services to, a Competitor in the Restricted Area that are in the nature of the services the Participant provided to the Company at any time in the one (1) year prior to the Termination Date, except where such employment or services do not relate in any manner to the Business;
(C)acquire a financial interest in, or otherwise become actively involved with, a Competitor in the Restricted Area, directly or indirectly, as an individual, partner, shareholder, officer, director, principal, agent, trustee or consultant; or
(D)intentionally and adversely interfere with, or attempt to adversely interfere with, business relationships between the members of the Company Group and any of their clients, customers, suppliers, partners, members or investors.
(iii)Notwithstanding anything to the contrary in this Appendix A, the Participant may, directly or indirectly own, solely as an investment, securities of any Person engaged in a Business (including, without limitation, a Competitor) which are publicly traded on a national or regional stock exchange or on the over-the-counter market if the Participant (A) is not a controlling Person of, or a member of a group which
Appendix A - 1

controls, such Person and (B) does not, directly or indirectly, own 2% or more of any class of securities of such Person.
(iv)During the Restricted Period, the Participant will not, whether on the Participant’s own behalf or on behalf of or in conjunction with any Person or entity, directly or indirectly solicit or encourage any employee of the Company Group with whom the Participant (or his or her direct reports) had personal contact or dealings on behalf of the Company or about whom the Participant had access to Confidential Information during the one-year period preceding the Termination Date to leave the employment of the Company Group or hire any employee who was employed by the Company Group as of the Termination Date, provided that this prohibition does not apply to (i) administrative personnel employed by the Company or (ii) any Company employee who is hired away from the Company as a result of responding to a generic job posting on a website or in a newspaper or periodical of general circulation, without any involvement or encouragement by the Participant.
(v)During the Restricted Period, the Participant will not, whether on the Participant’s own behalf or on behalf of or in conjunction with any Person, directly and intentionally encourage any consultant of the Company to cease working with the Company.
(vi)For purposes of this Agreement:
(A)“Business” means the business of owning, operating, managing and/or franchising hotel and lodging properties.
(B)“Competitor” means any Person engaged in the Business, including, but not limited to, Accor Group, AirBnB Inc., Best Western International, Carlson Hospitality Worldwide, Choice Hotels International, G6 Hospitality LLC, Host Hotels & Resorts, Inc., Hyatt Hotels Corporation, InterContinental Hotels Group Plc, LQ Management LLC, Marriott International, Inc., Wyndham Hotels & Resorts, Inc. and Wynn Resorts, Limited.
(C)“Restricted Area” means the United States and any country in which the Company is engaged in the Business or where the Participant knows or should know the Company has taken steps to engage in the Business.
(b)It is expressly understood and agreed that although the Participant and the Company consider the restrictions contained in this Section 1 to be reasonable, if a judicial determination is made by a court of competent jurisdiction that the time or territory or any other restriction contained in this Appendix A is an unenforceable restriction against the Participant, the provisions of this Appendix A will not be rendered void but will be deemed amended to apply as to such maximum time and territory and to such maximum extent as such court may judicially determine or indicate to be enforceable. Alternatively, if any court of competent jurisdiction finds that any restriction contained in this Appendix A is unenforceable, and such restriction cannot be amended so as to make it enforceable, such finding will not affect the enforceability of any of the other restrictions contained herein.
(c)The period of time during which the provisions of this Section 1 will be in effect will be extended by the length of time during which the Participant is in breach of the terms hereof as determined by any court of competent jurisdiction on the Company’s application for injunctive relief.
Appendix A - 2

2.Confidentiality; Non-Disparagement; Intellectual Property; Protected Rights.
(a)Confidentiality.
(i)The Participant will not at any time (whether during or after the Employment Term) (x) retain or use for the benefit, purposes or account of the Participant or any other Person; or (y) disclose, divulge, reveal, communicate, share, transfer or provide access to any Person outside the Company Group (other than its professional advisers who are bound by confidentiality obligations or otherwise in performance of the Participant’s duties during the Employment Term and pursuant to customary industry practice), any non-public, proprietary or confidential information (including, without limitation, trade secrets, know-how, research and development, software, databases, inventions, processes, formulae, technology, designs and other intellectual property, information concerning finances, investments, profits, pricing, costs, products, services, vendors, customers, clients, partners, investors, personnel, compensation, recruiting, training, advertising, sales, marketing, promotions, government and regulatory activities and approvals) concerning the past, current or future business, activities and operations of any member of the Company Group and/or any third party that has disclosed or provided any of same to any member of the Company Group on a confidential basis (“Confidential Information”) without the prior written authorization of the Board or its designee.
(ii)“Confidential Information” does not include any information that is (a) generally known to the industry or the public other than as a result of the Participant’s breach of this covenant; (b) made legitimately available to the Participant by a third party without breach of any confidentiality obligation of which the Participant has knowledge; or (c) required by law to be disclosed; provided that, unless otherwise provided under applicable law, with respect to subsection (c) the Participant is required to give prompt written notice to the Company of such requirement, disclose no more information than is so required, and reasonably cooperate with any attempts by the Company to obtain a protective order or similar treatment.
(iii)Upon termination of the Participant’s employment with the Company Group for any reason, the Participant agrees to (x) cease and not thereafter commence use of any Confidential Information or intellectual property (including without limitation, any patent, invention, copyright, trade secret, trademark, trade name, logo, domain name or other source indicator) owned or used by any member of the Company Group; and (y) immediately destroy, delete, or return to the Company, at the Company’s option, all originals and copies in any form or medium (including memoranda, books, papers, plans, computer files, letters and other data) in the Participant’s possession or control (including any of the foregoing stored or located in the Participant’s office, home, laptop or other computer, whether or not Company Group property) that contain Confidential Information, except that the Participant may retain only those portions of any personal notes, notebooks and diaries that do not contain any Confidential Information.
(b)Non-Disparagement. During the Employment Term and at all times thereafter, the Participant will not directly, or through any other Person, make any public or private statements that are disparaging of the Company, its affiliates or subsidiaries, or their respective businesses or employees, officers, directors, or stockholders, or any product or service offered by any member of the Company Group; provided, however, that nothing contained in this Section 2(b) precludes the Participant from providing truthful testimony in any legal proceeding, or making any truthful statement (i) to any governmental agency in accordance with
Appendix A - 3

Section 2(d) hereof; (ii) as required or permitted by applicable law or regulation; or (iii) as required by court order or other legal process.
(c)Intellectual Property.
(i)If the Participant has created, invented, designed, developed, contributed to or improved any works of authorship, inventions, intellectual property, materials, documents or other work product (including without limitation, research, reports, software, databases, systems, applications, presentations, textual works, content, or audiovisual materials) (“Works”), either alone or with third parties, prior to the commencement of the Employment Term, that are relevant to or implicated by such employment (“Prior Works”), the Participant hereby grants the Company a perpetual, non-exclusive, royalty-free, worldwide, assignable, sublicensable license under all rights and intellectual property rights (including rights under patent, industrial property, copyright, trademark, trade secret, unfair competition and related laws) therein for all purposes in connection with the Company Group’s current and future business.
(ii)If the Participant creates, invents, designs, develops, contributes to or improves any Works, either alone or with third parties, at any time during the Employment Term and within the scope of such employment and with the use of any Company Group resources (“Company Works”), the Participant agrees to promptly and fully disclose such Company Works to the Company and hereby irrevocably assigns, transfers and conveys, to the maximum extent permitted by applicable law, all rights and intellectual property rights therein (including rights under patent, industrial property, copyright, trademark, trade secret, unfair competition and related laws) to the Company to the extent ownership of any such rights does not vest originally in the Company.
(iii)The Participant agrees to take all reasonably requested actions and execute all reasonably requested documents (including any licenses or assignments required by a government contract) at the Company’s expense (but without further remuneration) to assist the Company in validating, maintaining, protecting, enforcing, perfecting, recording, patenting or registering any of the Company’s rights in the Prior Works and Company Works. If the Company is unable for any other reason, after reasonable attempt, to secure the Participant’s signature on any document for this purpose, then the Participant hereby irrevocably designates and appoints the Company and its duly authorized officers and agents as the Participant’s agent and attorney in fact, to act for and in the Participant’s behalf and stead to execute any documents and to do all other lawfully permitted acts required in connection with the foregoing.
(iv)The Participant agrees not to improperly use for the benefit of, bring to any premises of, divulge, disclose, communicate, reveal, transfer or provide access to, or share with any member of the Company Group any confidential, proprietary or non-public information or intellectual property relating to a former employer or other third party without the prior written permission of such third party. The Participant agrees to comply with all relevant policies and guidelines of the Company Group that are from time to time previously disclosed to the Participant, including regarding the protection of Confidential Information and intellectual property and potential conflicts of interest. The Participant acknowledges that any member of the Company Group may amend any such policies and guidelines from time to time, and that the Participant remains at all times bound by their most current version from time to time previously disclosed to the Participant.
(d)Protected Rights. Nothing contained in this Agreement limits (i) the Participant’s ability to disclose any information to governmental agencies or commissions as
Appendix A - 4

may be required by law, or (ii) the Participant’s right to communicate, cooperate or file a complaint with any U.S. federal, state or local governmental or law enforcement branch, agency or entity (collectively, a “Governmental Entity”) with respect to possible violations of any U.S. federal, state or local law or regulation, or otherwise make disclosures to any Governmental Entity, in each case, that are protected under the whistleblower provisions of any such law or regulation, provided that in each case such communications and disclosures are consistent with applicable law, or (iii) the Participant’s right to receive an award from a Governmental Entity for information provided under any whistleblower program, without notice to the Company. This Agreement does not limit the Participant’s right to seek and obtain a whistleblower award for providing information relating to a possible securities law violation to the Securities and Exchange Commission. The Participant shall not be held criminally or civilly liable under any U.S. federal or state trade secret law for the disclosure of a trade secret that is made (i) in confidence to a U.S. federal, state, or local government official or to an attorney solely for the purpose of reporting or investigating a suspected violation of law, or (ii) in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. If the Participant files a lawsuit for retaliation by an employer for reporting a suspected violation of law the Participant may disclose the trade secret to the attorney of the Participant and use the trade secret information in the court proceeding, if the Participant files any document containing the trade secret under seal, and does not disclose the trade secret, except pursuant to court order. The Participant is not required to give prior notice to (or get prior authorization from) the Company regarding any such communication or disclosure. Except as otherwise provided in this paragraph or under applicable law, under no circumstance is the Participant authorized to disclose any information covered by the Company’s or any other member of the Company Group’s attorney-client privilege or attorney work product or the Company’s or any other member of the Company Group’s trade secrets without the prior written consent of the Company.
(e)Injunctive Relief; Other Remedies for Breach. The Participant acknowledges and agrees that a violation of any of the terms of this Appendix A will cause the Company irreparable injury for which adequate remedy at law is not available. Accordingly, it is agreed that the Company may seek an injunction, restraining order or other equitable relief to prevent breaches of the provisions of this Appendix A and to enforce specifically the terms and provisions hereof in any court of competent jurisdiction in the United States or any state thereof, in addition to any other remedy to which it may be entitled at law or equity. Additionally, in the event the Participant breaches the terms of this Appendix A, the Participant shall be deemed to have engaged in Detrimental Activity (as defined in the Plan) and the provisions set forth in Section 15(w) of the Plan shall apply.
The provisions of Section 2 hereof will survive the termination of the Participant’s employment for any reason.
3.Exceptions/Modifications for Certain U.S. States and Territories. The provisions of this Appendix A may be supplemented and/or modified by the terms set forth in the State Restrictive Covenant Annex attached hereto as Appendix B, depending on the state or other jurisdiction in which the Participant primarily resides and/or provides services.
Appendix A - 5

APPENDIX B
State Restrictive Covenant Annex
Set forth below are additional terms and conditions which supplement and/or modify one or more sections of Appendix A to the Performance Share Unit Agreement (the “Agreement”), depending on the state or other jurisdiction in which the Participant primarily resides and/or primarily provides services, as required by applicable law. Capitalized terms used but not defined herein shall have the meanings set forth in the Agreement or Appendix A to which this State Restrictive Covenant Annex is attached.
CALIFORNIA
If the Participant is primarily a resident of, or primarily provides services in, California on (i) the Date of Grant or (ii) the Termination Date:
(a)Sections 1(a)(i) and 1(a)(ii) of Appendix A shall not apply after the Termination Date,
(b)During the portion of the Restricted Period which follows the Termination Date, Section 1(a)(iv) of Appendix A shall be amended to delete the words “or hire any employee who was employed by the Company Group as of the Termination Date”,
(c)The following sentence shall be added to Section 2(d) of Appendix A:
“Nothing in this agreement prevents you from discussing or disclosing information about unlawful acts in the workplace, such as harassment or discrimination or any other conduct that you have reason to believe is unlawful.”
(d)The following sentence shall be added as Section 2(c)(v) of Appendix A:
“Notwithstanding any other provision of Appendix A to the contrary, this Section 2(c) of Appendix A is subject to the provisions of California Labor Code Sections 2870, 2871 and 2872. In accordance with Section 2870 of the California Labor Code, the Participant’s obligation to assign to the Company Group the Participant’s right, title and interest throughout the world in and to all Works does not apply to any Works the Participant developed entirely on the Participant’s own time without using the Company Group’s equipment, supplies, facilities, or Confidential Information except for such Works that relate to either (i) the business of the Company Group at the time of conception or reduction to practice of the Works, or actual or demonstrably anticipated research or development of the Company Group or (ii) result from any work performed by the Participant for the Company Group. A copy of California Labor Code Sections 2870, 2871 and 2872 is attached to the State Restrictive Covenant Annex as Exhibit 1. The Participant agrees to disclose all Works to the Company Group, even if the Participant does not believe that the Participant is required under Section 2(c) of Appendix A, or pursuant to California Labor Code Section 2870, to assign the Participant’s interest in such Works to the Company Group or its nominee.”
(e)To the extent the Participant is a party to any other agreement or arrangement with the Company Group which contains restrictive covenants still in effect which conflict with the terms of this California supplement, such restrictive covenants shall to that extent be superseded and replaced by the terms stated herein.
(f)Notwithstanding anything in the Agreement to the contrary, Appendix A shall be governed by California law, without regard to principles of conflicts of law.
Appendix B - 1

COLORADO
If the Participant is primarily a resident of, or primarily provides services in, Colorado on (i) the Date of Grant or (ii) the Termination Date:
(a)Sections 1(a)(i) and 1(a)(iv) of Appendix A shall not apply after the Termination Date unless the Participant earns, as of the Date of Grant and the date on which enforcement is sought, an amount of annualized cash compensation equivalent or greater than $76,254.75 (which is the threshold amount for 2025 and represents 60% of Colorado’s “threshold amount for highly compensated workers,” which is subject to annual adjustments pursuant to Colorado law); and
(b)Section 1(a)(ii) of Appendix A shall not apply after the Termination Date unless the Participant earns, as of the Date of Grant and the date on which enforcement is sought, an amount of annualized cash compensation equivalent to or greater than $127,091.25 (which is the threshold amount for 2025 and represents 100% of Colorado’s “threshold amount for highly compensated workers,” which is subject to annual adjustments pursuant to Colorado law).
The Participant acknowledges that the Participant was provided a separate notice of the terms of the above-referenced restrictions at least 14 days before the earlier of (1) the effective date of the Restrictive Covenants or (2) the Date of Grant.
DISTRICT OF COLUMBIA
If the Participant is a “covered employee,” as defined by the District of Columbia’s Ban on Non-Compete Agreements Amendment Act of 2020 (as amended):
(a)Section 1(a)(ii) of Appendix A shall not apply after the Termination Date; and
(b)During the Employment Term, Section 1(a)(ii) of Appendix A shall apply only to the extent permitted by District of Columbia law.
A “covered employee” is an individual who performs work for pay in the District of Columbia for an employer and who is not a “highly compensated employee,” and (i) spends (or, for new hires, is reasonably anticipated to spend) more than 50% of his or her work time for the employer working in the District of Columbia, or (ii) whose employment for the employer is or will be based in the District of Columbia and the employee regularly spends (or, for new hires, is reasonably anticipated to spend) a substantial amount of his or her work time for the employer in the District of Columbia and no more than 50% of his or her work time for such employer in another jurisdiction. The term “covered employee” does not include partners in a partnership.
A “highly compensated employee” is an employee who earns or is reasonably expected to earn from his or her employer compensation greater than or equal to $158,363 in a consecutive 12-month period (which is the threshold amount for 2025 and will be adjusted annually for inflation based on adjustments to the Consumer Price Index for All Urban Consumers, in the Washington Metropolitan Statistical Area, as published by the Bureau of Labor Statistics Urban Consumers, in the Washington Metropolitan Statistical Area, as published by the Bureau of Labor Statistics of the US Department of Labor).
If the Participant is a “highly compensated employee”:
(a)As applied to Section 1(a)(ii) of Appendix A, the Restricted Period shall not exceed 365 days from the Termination Date; and
(b)The Participant is provided with the following notice, at least 14 days prior to the execution of the Agreement:
The District of Columbia’s Ban on Non-Compete Agreements Amendment Act of 2020 limits the use of non-compete agreements. It allows employers to request non-compete agreements from highly compensated employees, as that term is defined in the Ban on Non-Compete Agreements Amendment Act of 2020, under certain conditions. The Company has determined that you are a highly compensated employee. For more information about the Ban on Non-Compete Agreements Amendment Act of 2020, contact the District of Columbia Department of Employment Services (DOES).
FLORIDA
If the Participant is primarily a resident of, or primarily provides services in, Florida on (i) the Date of Grant or (ii) the Termination Date, notwithstanding anything in the Agreement to the contrary, Appendix A shall be governed by Florida law, without regard to principles of conflicts of law.
Appendix B - 2

GEORGIA
If the Participant is primarily a resident of, or primarily provides services in, Georgia on (i) the Date of Grant or (ii) the Termination Date, Section 1(a)(ii) of Appendix A shall not apply after the Termination Date unless the Participant (1) customarily and regularly solicits customers or prospective customers for his or her employer; (2) customarily and regularly engages in making sales or obtaining orders or contracts for products or services to be performed by others; (3) has the authority to hire or fire other employees or particular weight is given to the Participant’s suggestions and recommendations as to the hiring, firing, advancement, promotion, or any other change of status of other employees; or (4) performs the duties of a “key employee” or professional.
A “key employee” is someone with “a high level of notoriety, fame, reputation, or public persona as the employer’s representative or spokesperson or has gained a high level of influence or credibility with the employer’s customers, vendors, or other business relationships or is intimately involved in the planning for or direction of the business of the employer or a defined unit of the business of the employer. Such term also means an employee in possession of selective or specialized skills, learning, or abilities or customer contacts or customer information who has obtained such skills, learning, abilities, contacts, or information by reason of having worked for the employer.”
IDAHO
If the Participant is primarily a resident of, or primarily provides services in, Idaho on (i) the Date of Grant or (ii) the Termination Date:
(a)Section 1(a)(ii) of Appendix A shall not apply after the Termination Date unless the Participant is a “key employee” or “key independent contractor”; and
(b)Section 1(a)(ii) of Appendix A shall be limited after the Termination Date to direct competition.
A “key employee” and “key independent contractor” is someone who, by reason of the employer’s investment of time, money, trust, exposure to the public, or exposure to technologies, intellectual property, business plans, business processes and methods of operation, customers, vendors or other business relationships during the course of employment, have gained a high level of inside knowledge, influence, credibility, notoriety, fame, reputation or public persona as a representative or spokesperson of the employer and, as a result, have the ability to harm or threaten an employer’s legitimate business interests.
ILLINOIS
If the Participant is primarily a resident of, or primarily provides services in, Illinois on (i) the Date of Grant or (ii) the Termination Date:
(a)Sections 1(a)(i) and 1(a)(iv) of Appendix A shall not apply after the Termination Date unless the Participant’s actual or expected annual rate of “earnings” (as defined by Illinois law) exceeds $45,000 per year (which is the threshold amount through the end of 2026, after which this amount will increase in $2,500 increments in each of 2027, 2032, and 2037, with $52,500 as the minimum threshold amount in 2037); and
(b)Section 1(a)(ii) of Appendix A shall not apply after the Termination Date unless the Participant’s actual or expected annual rate of “earnings” (as defined by Illinois law) exceeds $75,000 per year (which is the threshold amount through the end of 2026, after which this amount will increase in $5,000 increments in each of 2027, 2032, and 2037, with $90,000 as the minimum threshold amount in 2037).
The Participant acknowledges that he or she was provided a copy of Appendix A and this Appendix B at least 14 calendar days before the commencement of the Participant’s services or was given a period of at least 14 calendar days to review Appendix A and this Appendix B before accepting the Award.
Appendix B - 3

LOUISIANA
If the Participant is primarily a resident of, or primarily provides services in, Louisiana on (i) the Date of Grant or (ii) the Termination Date, then Sections 1(a)(i) and 1(a)(ii) of Appendix A shall not apply for more than two years after the Termination Date.
Within the State of Louisiana, Sections 1(a)(i) and 1(a)(ii) of Appendix A shall apply in, and the definition of “Restricted Area” shall apply to, the following parishes municipalities, or parts thereof, so long as the Company Group continues to carry on business therein, and outside of Louisiana shall not be limited except as provided in Appendix A:
•Acadia Parish, Allen Parish, Ascension Parish, Assumption Parish, Avoyelles Parish, Beauregard Parish, Bienville Parish, Bossier Parish, Caddo Parish, Calcasieu Parish, Caldwell Parish, Cameron Parish, Catahoula Parish, Claiborne Parish, Concordia Parish, DeSoto Parish, East Baton Rouge Parish, East Carroll Parish, East Feliciana Parish, Evangeline Parish, Franklin Parish, Grant Parish, Iberia Parish, Iberville Parish, Jackson Parish, Jefferson Parish, Jefferson Davis Parish, Lafayette Parish, Lafourche Parish, LaSalle Parish, Lincoln Parish, Livingston Parish, Madison Parish, Morehouse Parish, Natchitoches Parish, Orleans Parish, Ouachita Parish, Plaquemines Parish, Pointe Coupee Parish, Rapides Parish, Red River Parish, Richland Parish, Sabine Parish, St. Bernard Parish, St. Charles Parish, St. Helena Parish, St. James Parish, St. John the Baptist Parish, St. Landry Parish, St. Martin Parish, St. Mary Parish, St. Tammany Parish, Tangipahoa Parish, Tensas Parish, Terrebonne Parish, Union Parish, Vermilion Parish, Vernon Parish, Washington Parish, Webster Parish, West Baton Rouge Parish, West Carroll Parish, West Feliciana Parish, and Winn Parish.
MAINE
If the Participant is primarily a resident of, or primarily provides services in, Maine on (i) the Date of Grant or (ii) the Termination Date:
(a)Section 1(a)(ii) of Appendix A shall not apply after the Termination Date unless the Participant earns wages equal to, or greater than, 400% of the federal poverty level; and
(b)The terms of Section 1(a)(ii) of Appendix A, with respect to the post-employment portion of the Restricted Period, shall not take effect until the later of (i) one year after the commencement of the Participant’s employment or (ii) 6 months after the Participant executes the Agreement.
MARYLAND
If the Participant is primarily a resident of, or primarily provides services in, Maryland on (i) the Date of Grant or (ii) the Termination Date, Section 1(a)(ii) of Appendix A shall not apply after the Termination Date unless the Participant earns wages equal to, or greater than, 150% of the state minimum wage.
Appendix B - 4

MASSACHUSETTS
If the Participant is, and has been for at least 30 days immediately preceding the Termination Date, a resident of, or primarily providing services in, the Commonwealth of Massachusetts:
(a)Section 1(a)(ii) of Appendix A shall not apply after the Termination Date, if the Participant is Terminated without Cause (as modified by this Massachusetts supplement);
(b)With respect to Section 1(a)(ii) of Appendix A, the Restricted Period shall not exceed 12 months from the Termination Date, unless the Participant has breached his or her fiduciary duty to the Company Group or the Participant has unlawfully taken, physically or electronically, property belonging to the Company Group, in which case the Restricted Period may not exceed 2 years from the Termination Date;
(c)The Company Group, at its discretion, including based on a determination by the Company Group, in its discretion, that additional consideration is required by Massachusetts law to render Section 1(a)(ii) of Appendix A enforceable, may elect to enforce such covenant by making garden leave payments to the Participant during the post-termination portion of the Restricted Period (but for no more than 12 months following the Termination Date) at a rate of up to 50% of the highest annualized base salary or service fees, as applicable, paid to the Participant by the Company Group within the 2-year period preceding the Termination Date (“Garden Leave Payments”). Any Garden Leave Payments paid to the Participant pursuant to this Massachusetts supplement may be reduced based on consideration of the Fair Market Value of the incentive compensation provided pursuant to the Agreement and determined in good faith by the Company Group as of the Termination Date or by (or may reduce and not be in addition to) any severance or separation pay that the Participant is otherwise entitled to receive from any member of the Company Group pursuant to an agreement, plan, or otherwise;
(d)The Company Group, in its sole discretion, may elect at any time prior to the Termination Date, or on such later date to the extent permitted by applicable law, to waive the restrictions set forth in Section 1(a)(ii) of Appendix A, upon which such waiver shall automatically terminate the Company Group’s obligations to compensate the Participant under Section (c) of this Massachusetts supplement. In such event, the Participant shall have no further obligations under Section 1(a)(ii) of Appendix A. Such waiver shall be in writing, and shall have no effect on the Participant’s obligations under the remainder of Appendix A, which shall continue in full force and effect in all respects. The Participant acknowledges and agrees that nothing in this Section (d) gives the Participant an election as to compliance with Section 1(a)(ii) of Appendix A;
(e)For purposes of enforcement of Section 1(a)(ii) of Appendix A (and no other provision of the Agreement or the Plan), “Cause” shall include any good faith determination by the Company Group that the Participant has significantly underperformed in providing services to the Company Group or engaged in conduct or behavior that violates any policy of the Company Group or is detrimental to the Company or any member of the Company Group or its reputation;
(f)The Participant acknowledges and agrees that the benefits provided by the Agreement and the Garden Leave Payments (where applicable) constitute sufficient mutually agreed-upon consideration for Section 1(a)(ii) of Appendix A; and
(g)The Participant’s agreement to the non-competition covenant in Section 1(a)(ii) of Appendix A shall be effective upon the later of the Participant’s acceptance of the Award or the date that is 10 business days after the Participant was provided with notice of the non-competition agreement.
MINNESOTA
If the Participant is primarily a resident of, or primarily provides services in, Minnesota on (i) the Date of Grant or (ii) the Termination Date, Section 1(a)(ii) of Appendix A shall not apply during the post-employment portion of the Restricted Period.
Appendix B - 5

NEVADA
If the Participant is primarily a resident of, or primarily provides services in, Nevada on (i) the Date of Grant or (ii) the Termination Date:
(a) Section 1(a)(ii) of Appendix A shall not apply during the post-employment portion of the Restricted Period:
(i)in territories in which the Company Group has not established customer contracts or goodwill or undertaken concrete steps to establish operations; or
(ii)to prevent the Participant from providing services to a former customer or client of Company Group so long as (1) the Participant did not solicit the former customer or client, (2) the customer or client voluntarily left and sought the Participant’s services and (3) the Participant has otherwise complied with the provisions of Section 1(a)(ii) of Appendix A with respect to time, geographic area and scope of restrained activity.
(b)During the post-employment portion of the Restricted Period, if the Participant’s Termination was part of a reduction of force, reorganization or similar restructuring of the Company Group, Section 1(a)(ii) of Appendix A shall only apply during the period of time which the Company Group pays the Participant’s salary, benefits or equivalent compensation, including severance pay, if any.
NEW HAMPSHIRE
If the Participant is primarily a resident of, or primarily provides services in, New Hampshire on (i) the Date of Grant or (ii) the Termination Date, Section 1(a)(ii) of Appendix A shall not apply during the post-employment portion of the Restricted Period, if the Participant earns an hourly rate that is less than or equal to (i) 200% of the federal minimum wage or (ii) 200% of the tipped minimum wage pursuant to New Hampshire law.
NORTH DAKOTA
If the Participant is primarily a resident of, or primarily provides services in, North Dakota on (i) the Date of Grant or (ii) the Termination Date:
(a)Sections 1(a)(i) and 1(a)(ii) of Appendix A shall not apply during the post-employment portion of the Restricted Period; and
(b)Section 1(a)(iv) of Appendix A shall only apply during the post-employment portion of the Restricted Period to the extent permitted by applicable North Dakota law.
Appendix B - 6

OKLAHOMA
If the Participant is primarily a resident of, or primarily provides services in, Oklahoma on (i) the Date of Grant or (ii) the Termination Date:
(a)During the post-employment portion of the Restricted Period, Section 1(a)(i) of Appendix A shall be limited to restricting direct solicitation of established customers or clients of the Company Group; and
(b)Section 1(a)(ii) of Appendix A shall not apply during the post-employment portion of the Restricted Period.
OREGON
If the Participant is primarily a resident of, or primarily provides services in, Oregon on (i) the Date of Grant or (ii) the Termination Date:
(a) Section 1(a)(ii) of Appendix A shall not apply during the post-employment portion of the Restricted Period, unless:
(i)the Award was granted in connection with either (A) a written employment offer that provided, at least two (2) weeks’ notice before the first day of employment, that a non-competition agreement was required or (B) the Participant’s subsequent bona fide advancement; and
(ii)the Participant’s total annual compensation, including commissions, as of the Termination Date, exceeds $116,427 (which is the threshold amount for 2025 and subject to annual adjustments for inflation based on adjustments to the Consumer Price Index for All Urban Consumers, West Region (All Items), as published by the Bureau of Labor Statistics of the US Department of Labor), unless the Company Group provides the Participant compensation during the post-employment portion of the Restricted Period, in which Section 1(a)(ii) of Appendix A applies, in an amount equal to the greater of 50% of the Participant’s annual gross base salary and commissions as of the Termination Date or 50% of $116,427 (which is the threshold amount for 2025 and subject to annual adjustments pursuant to Oregon law as described in this provision) during the post-employment portion of the Restricted Period.
(a)The Company shall provide the Participant a signed copy of Appendix A within 30 days following the Termination Date.
(b)Section 1(a)(ii) of Appendix A shall not apply for more than 12 months after the Termination Date.
PUERTO RICO
If the Participant is primarily a resident of, or primarily provides services in, Puerto Rico on (i) the Date of Grant or (ii) the Termination Date, Section 1(a)(ii) of Appendix A shall not apply for more than one year after the Termination Date.
RHODE ISLAND
If the Participant is primarily a resident of, or primarily provides services in, Rhode Island on (i) the Date of Grant or (ii) the Termination Date, Section 1(a)(ii) of Appendix A shall not apply after the Termination Date, if the Participant’s average annual earnings (as defined by Rhode Island law) are less than, or equal to, 250% of the federal poverty level for individuals as established by the United States Department of Health and Human Services federal poverty guidelines.
SOUTH DAKOTA
If the Participant is primarily a resident of, or primarily provides services in, South Dakota on (i) the Date of Grant or (ii) the Termination Date, Sections 1(a)(i) and 1(a)(ii) of Appendix A shall not apply for more than two years after the Termination Date.
Appendix B - 7

UTAH
If the Participant is primarily a resident of, or primarily provides services in, Utah on (i) the Date of Grant or (ii) the Termination Date, Section 1(a)(ii) of Appendix A shall not apply for more than one year after the Termination Date.
VIRGINIA
If the Participant is primarily a resident of, or primarily provides services in, Virginia on (i) the Date of Grant or (ii) the Termination Date:
(a)Section 1(a)(ii) of Appendix A shall not apply during the post-employment period of the Restricted Period, if the Participant is considered a “low-wage employee”, which is defined as anyone earning, over a rolling 52-week period preceding the Termination Date, less than Virginia’s average weekly wage, which for the first quarter of 2025 was equivalent to $76,082 annually. A low-wage employee does not include an employee whose earnings are derived, in whole or in predominant part, from sales commissions, incentives, or bonuses; and
(b)Sections 1(a)(i) and 1(a)(ii) of Appendix A shall not prohibit the Participant from providing services to the Company Group’s customers or clients during the post-employment period of the Restricted Period, if the Participant does not initiate contact with or solicit such customer or client, to the extent required by Virginia law.
Appendix B - 8

WASHINGTON
If the Participant is primarily a resident of, or primarily provides services in, Washington on (i) the Date of Grant or (ii) the Termination Date:
(a)Unless the Participant’s annualized “earnings” (as defined by Washington law) from the Company Group exceed $123,394.17 per year (which is the threshold amount for 2025 and subject to annual adjustments pursuant to Washington law), (A) Section 1(a)(ii) of Appendix A shall not apply after the Termination Date and (B) Section 1(a)(i) of Appendix A shall only apply to current (rather than prospective) clients and customers;
(b)If the Participant’s Termination is a result of a layoff, should any member of the Company Group choose to enforce the provisions of Section 1(a)(ii) of Appendix A or Section 1(a)(i) Appendix A as to prospective clients or customers, then during the post-employment portion of the Restricted Period, the Company (or other member of the Company Group, as applicable) shall pay the Participant compensation equivalent to the Participant’s base salary as of the Termination Date, minus any severance or other compensation paid by the Company Group and any compensation the Participant earns through subsequent non-competitive employment during the post-termination portion of the Restricted Period; and
(c)Section 1(a)(ii) of Appendix A shall not apply for more than eighteen months after the Termination Date.
WISCONSIN
If the Participant is primarily a resident of, or primarily provides services in, Wisconsin on (i) the Date of Grant or (ii) the Termination Date:
(a)For the post-employment portion of the Restricted Period, Section 1(a)(i) of Appendix A shall be amended to delete the words “or prospective”;
(b)Section 1(a)(ii) of Appendix A shall not apply for more than one year after the Termination Date; and
(c)Section 2(a) of Appendix A shall remain in effect until three years following the Termination Date with respect to Confidential Information that is not a trade secret, and, with respect to trade secrets, for as long as the information is a trade secret.


Appendix B - 9

EXHIBIT 1 TO STATE RESTRICTIVE COVENANT ANNEX (APPENDIX B)
California Labor Code Sections 2870, 2871 and 2872
SECTION 2870
(a)    Any provision in an employment agreement which provides that an employee shall assign, or offer to assign, any of his or her rights in an invention to his or her employer shall not apply to an invention that the employee developed entirely on his or her own time without using the employer’s equipment, supplies, facilities, or trade secret information except for those inventions that either:
(1)    Relate at the time of conception or reduction to practice of the invention to the employer’s business, or actual or demonstrably anticipated research or development of the employer; or
(2)    Result from any work performed by the employee for the employer.
(b)    To the extent a provision in an employment agreement purports to require an employee to assign an invention otherwise excluded from being required to be assigned under subdivision (a), the provision is against the public policy of this state and is unenforceable.
SECTION 2871
No employer shall require a provision made void and unenforceable by Section 2870 as a condition of employment or continued employment. Nothing in this article shall be construed to forbid or restrict the right of an employer to provide in contracts of employment for disclosure, provided that any such disclosures be received in confidence, of all of the employee’s inventions made solely or jointly with others during the term of his or her employment, a review process by the employer to determine such issues as may arise, and for full title to certain patents and inventions to be in the United States, as required by contracts between the employer and the United States or any of its agencies.
SECTION 2872
If an employment agreement entered into after January 1, 1980 contains a provision requiring the employee to assign or offer to assign any of his or her rights in any invention to his or her employer, the employer must also, at the time the agreement is made, provide a written notification to the employee that the agreement does not apply to an invention which qualifies fully under the provisions of Section 2870. In any suit or action arising thereunder, the burden of proof shall be on the employee claiming the benefits of its provisions.
* * *
Exhibit 1 to Appendix B

EXHIBIT 2 TO STATE RESTRICTIVE COVENANT ANNEX (APPENDIX B)
NOTICE TO COLORADO PARTICIPANTS
The Performance Share Unit Agreement offered by Hilton Worldwide Holdings Inc. (the “Company”) to you, dated February 27, 2025, contains non-solicitation and non-competition covenants in Sections 1(a)(i) and 1(a)(ii) of the Restrictive Covenant Agreement attached as Appendix A thereto (including Appendix B thereto), which could restrict your options for subsequent employment following the date of your termination of employment with the Company Group. You acknowledge and agree that your acceptance of this Award, and the Restrictive Covenant Agreement, shall be not effective until the date which is fourteen (14) days after you were provided with this notice of the above-referenced restrictive covenants provided in your Agreement.
Acknowledged via signed email and returned to the Company.
Exhibit 2 to Appendix B


APPENDIX C
HILTON 2017 OMNIBUS INCENTIVE PLAN
PERFORMANCE SHARE UNIT AGREEMENT
TERMS AND CONDITIONS FOR NON-U.S. PARTICIPANTS
Capitalized terms used but not otherwise defined herein shall have the meaning given to such terms in the Plan and the Performance Share Unit Agreement. For the avoidance of doubt, all provisions of the Performance Share Unit Agreement and the Award Notice apply to Non-U.S. Participants except to the extent supplemented or modified by this Appendix C or Appendix D.
1.Responsibility for Taxes. This provision supplements Section 4 of the Performance Share Unit Agreement:
(a)The Participant acknowledges that, regardless of any action taken by the Company or, if different, the Participant’s employer (the “Employer”), the ultimate liability for all income tax, social insurance, payroll tax, fringe benefits tax, estate tax, payment on account or other tax-related items related to the Participant’s participation in the Plan and legally applicable or deemed legally applicable to the Participant (“Tax-Related Items”) is and remains the Participant’s responsibility (or the Participant’s estate or heirs) and may exceed the amount, if any, actually withheld by the Company or the Employer. The Participant further acknowledges that the Company and/or the Employer (1) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Performance Shares, including, but not limited to, the grant, vesting or settlement of the Performance Shares, the subsequent sale of Shares acquired pursuant to such settlement and the receipt of any dividends     and/or any dividend equivalents; and (2) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the Performance Shares to reduce or eliminate the Participant’s liability for Tax-Related Items or achieve any particular tax result. Further, if the Participant is subject to Tax-Related Items in more than one jurisdiction, the Participant acknowledges that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction.
(b)In connection with any relevant taxable or tax withholding event, as applicable, the Participant agrees to make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all Tax-Related Items. In this regard, the Participant authorizes the Company and/or the Employer, or their respective agents, at their discretion, to satisfy any applicable withholding obligations with regard to all Tax-Related Items by one or a combination of the following:
(i)withholding from the Participant’s wages, salary, or other cash compensation payable to the Participant by the Company, the Employer, or any other member of the Company Group;
(ii)withholding from any cash payment made in settlement of the Performance Shares or dividend equivalents;
(iii)withholding from proceeds of the sale of Shares acquired upon settlement of the Performance Shares either through a voluntary sale or through a
Appendix C - 1

mandatory sale arranged by the Company (on the Participant’s behalf pursuant to this authorization without further consent);
(iv)withholding in Shares to be issued upon settlement of the Performance Shares; or
(v)any other method of withholding determined by the Company, to the extent permitted under the Plan and applicable laws;
provided, however, that if the Participant is subject to Section 16 of the Exchange Act, then the Company will withhold in Shares upon the relevant taxable or tax withholding event, as applicable, unless the use of such withholding method is problematic under applicable law or has materially adverse accounting consequences, in which case, the obligation for Tax-Related Items may be satisfied by one or a combination of methods (i), (ii), (iii) and (v) above.
(c)The Company may withhold or account for Tax-Related Items by considering statutory withholding amounts or other applicable withholding rates, including maximum rates applicable in the Participant’s jurisdiction(s). In the event of over-withholding, the Participant may receive a refund of any over-withheld amount in cash (with no entitlement to the equivalent in Common Stock) from the Company or the Employer; otherwise, the Participant may be able to seek a refund from the local tax authorities. In the event of under-withholding, the Participant may be required to pay any additional Tax-Related Items directly to the applicable tax authority or to the Company and/or the Employer. If the withholding obligation for Tax-Related Items is satisfied by withholding in Shares, for tax purposes, the Participant is deemed to have been issued the full number of Shares subject to the vested Performance Shares, notwithstanding that a number of the Shares is held back solely for the purpose of paying the Tax-Related Items.
(d)Finally, the Participant agrees to pay to the Company or the Employer, any amount of Tax-Related Items that the Company or the Employer may be required to withhold or account for as a result of the Participant’s participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to issue or deliver the Shares or the proceeds of the sale of Shares, or to make any cash payment upon settlement of the Performance Shares if the Participant fails to comply with the Participant’s obligations in connection with the Tax-Related Items.
(e)Notwithstanding anything to the contrary in the Plan or in Section 4 of the Performance Share Unit Agreement, if the Company is required by applicable law to use a particular definition of fair market value for purposes of calculating the taxable income for the Participant, the Company shall have the discretion to calculate any Shares to be withheld to cover any withholding obligation for Tax-Related Items by using either the price used to calculate the taxable income under applicable law or by using the closing price per Share on the New York Stock Exchange (or other principal exchange on which the Shares then trade) on the trading day immediately prior to the date of delivery of the Shares.
(f)The Participant acknowledges that U.S. estate tax may be assessed if at the time of the Participant’s death, the Participant holds Shares. For individual U.S. citizen taxpayers and for non-U.S. citizen taxpayers who are domiciled in the U.S., no U.S. estate tax is due on estate whose value does not exceed a certain threshold. However, U.S. estate tax law requires that, for the estates of non-U.S. citizens who reside outside the U.S. or who live in the U.S. but are not domiciled in the U.S., a U.S. estate tax return must be filed if the gross estate exceeds a certain threshold (currently US$ 60,000) and U.S. estate tax must be paid on that excess amount. If an estate tax treaty applies, the tax consequences may differ, but the Participant’s estate or
Appendix C - 2

heirs may need to file an estate tax return to claim the benefits of an applicable estate tax treaty. Due to the complexity of these laws, the Participant should consult with a personal tax or financial advisor.
2.Nature of Grant. This provision supplements Section 12 of the Performance Share Unit Agreement:
By accepting the grant of the Performance Shares, the Participant acknowledges, understands and agrees that:
(a)the Performance Share grant and the Participant’s participation in the Plan shall not create a right to employment and shall not be interpreted as forming or amending an employment contract with any member of the Company Group;
(b)the Performance Shares and the Shares subject to the Performance Shares, and the income from and value of same, are not intended to replace any pension rights or compensation;
(c)unless otherwise agreed with the Company, the Performance Shares and the Shares subject to the Performance Shares, and the income from and value of same, are not granted as consideration for, or in connection with, the service the Participant may provide as a director of any member of the Company Group.
(d)for purposes of the Performance Shares, the Termination Date shall be the date the Participant is no longer actively providing services to any member of the Company Group (regardless of the reason for such termination and whether or not later to be found invalid or in breach of applicable laws in the jurisdiction where the Participant is employed or the terms of the Participant’s employment agreement, if any), and such date will not be extended by any notice period (e.g., the Participant’s period of service would not include any contractual notice period or any period of “garden leave” or similar period mandated under applicable laws in the jurisdiction where the Participant is employed or the terms of the Participant’s employment agreement, if any); the Committee shall have exclusive discretion to determine when the Participant is no longer actively providing services for purposes of the Performance Shares (including whether the Participant may still be considered to be providing services while on a leave of absence);
(e)unless otherwise provided in the Plan or by the Company in its discretion, the Performance Shares and the benefits evidenced by this Agreement do not create any entitlement to have the Performance Shares or any such benefits transferred to, or assumed by, another company nor be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the Common Stock; and
(f)no member of the Company Group shall be liable for any foreign exchange rate fluctuation between the Participant’s local currency and the United States Dollar that may affect the value of the Performance Shares or of any amounts due to the Participant pursuant to the settlement of the Performance Shares or the subsequent sale of any Shares acquired upon settlement.
3.Foreign Asset/Account Reporting; Exchange Controls. The Participant’s country may have certain foreign asset and/or account reporting requirements and/or exchange controls that may affect the Participant’s ability to acquire or hold Shares under the Plan or cash received from participating in the Plan (including from any dividends received or sale proceeds arising from the sale of Shares) in a brokerage or bank account outside the Participant’s country.
Appendix C - 3

The Participant may be required to report such accounts, assets or transactions to the tax or other authorities in his or her country. The Participant also may be required to repatriate sale proceeds or other cash received as a result of the Participant’s participation in the Plan to his or her country through a designated bank or broker and/or within a certain time after receipt. The Participant acknowledges that it is his or her responsibility to be compliant with such regulations, and the Participant is advised to consult his or her personal legal advisor for any details.
4.Termination of Employment. This provision supplements Section 2(c) of the Performance Share Unit Agreement:
Notwithstanding any provision of the Agreement, if the Company receives a legal opinion that there has been a legal judgment and/or legal development in the Participant’s jurisdiction that likely would result in the favorable treatment that applies to the Performance Shares when the Participant terminates employment as a result of the Participant’s Retirement being deemed unlawful and/or discriminatory, the provisions of Section 2(c) regarding the treatment of the Performance Shares when the Participant terminates employment as a result of the Participant’s Retirement shall not be applicable to the Participant and the remaining provisions of this Section 2 shall govern.
5.Compliance with Law. Notwithstanding any provision of the Plan or this Agreement, unless there is an exemption from any registration, qualification or other legal requirement applicable to the Shares, the Company shall not be required to deliver any Shares issuable upon settlement of the Performance Shares prior to the completion of any registration or qualification of the Shares under any U.S. or non-U.S. federal, state or local securities or exchange control law or under rulings or regulations of the U.S. Securities and Exchange Commission (“SEC”) or any other governmental regulatory body, or prior to obtaining any approval or other clearance from any U.S. or non-U.S. federal, state or local governmental agency, which registration, qualification or approval the Company shall, in its absolute discretion, deem necessary or advisable. The Participant understands that the Company is under no obligation to register or qualify the Shares with the SEC or any state or non-U.S. securities commission or to seek approval or clearance from any governmental authority for the issuance or sale of the Shares. Further, the Participant agrees that the Company shall have unilateral authority to amend the Agreement without the Participant’s consent, to the extent necessary to comply with securities or other laws applicable to the issuance of Shares.
6.Language. By accepting the Agreement, the Participant acknowledges and represents that the Participant is sufficiently proficient in the English language, or has consulted with an advisor who is sufficiently proficient in English, so as to allow the Participant to understand the terms of the Agreement and any other documents related to the Plan. If the Participant has received a copy of this Agreement (or the Plan or any other document related hereto or thereto) translated into a language other than English, such translated copy is qualified in its entirety by reference to the English version of the Plan, and in the event of any conflict the English version will govern, unless otherwise required by applicable law.
Appendix C - 4

APPENDIX D
HILTON 2017 OMNIBUS INCENTIVE PLAN
PERFORMANCE SHARE UNIT AGREEMENT
COUNTRY-SPECIFIC TERMS AND CONDITIONS
Capitalized terms used but not otherwise defined herein shall have the meaning given to such terms in the Plan, the Performance Share Unit Agreement and the Terms and Conditions for Non-U.S. Participants.
Terms and Conditions
This Appendix D includes additional terms and conditions that govern the Performance Shares if the Participant resides and/or works in one of the countries listed below. If the Participant is a citizen or resident of a country (or is considered as such for local law purposes) other than the one in which the Participant is currently residing and/or working or if the Participant moves to another country after receiving the grant of the Performance Shares, the Company will, in its discretion, determine the extent to which the terms and conditions herein will be applicable to the Participant.
Notifications
This Appendix D also includes information regarding exchange controls and certain other issues of which the Participant should be aware with respect to the Participant’s participation in the Plan. The information is based on the securities, exchange control and other laws in effect in the respective countries as of February 2025. Such laws are often complex and change frequently. As a result, the Company strongly recommends that the Participant not rely on the information in this Appendix D as the only source of information relating to the consequences of the Participant’s participation in the Plan because the information may be out of date at the time that the Performance Shares vest or the Participant sells Shares acquired under the Plan.
In addition, the information contained herein is general in nature and may not apply to the Participant’s particular situation and the Company is not in a position to assure the Participant of a particular result. Accordingly, the Participant should seek appropriate professional advice as to how the relevant laws in the Participant’s country may apply to the Participant’s situation.
If the Participant is a citizen or resident of a country other than the one in which the Participant is currently residing and/or working (or if the Participant is considered as such for local law purposes) or if the Participant moves to another country after receiving the grant of the Performance Shares, the information contained herein may not be applicable to the Participant in the same manner.

Appendix D - 1

DATA PRIVACY PROVISIONS FOR PARTICIPANTS
IN ALL COUNTRIES OUTSIDE THE U.S.
Data Privacy Notice for Participants in the European Union / European Economic Area / Switzerland / United Kingdom (“EEA+”)
Pursuant to applicable data protection laws, the Participant is hereby notified that the Company collects, processes, uses and transfers certain personally-identifiable information about the Participant for the exclusive purpose of granting Performance Shares and implementing, administering and managing the Participant’s participation in the Plan. Specifics of the data processing are described below.
Controller and Representative in the United Kingdom and European Union. Unless stated otherwise below, the Company is the controller responsible for the processing of the Participant’s Personal Data (as defined below) in connection with the Plan.
The Company’s representative in the United Kingdom is:
Hilton UK Hotels Ltd.
Hilton Legal Department
Maple Court, Central Park, Reeds Crescent
Watford, Hertfordshire WD24 4QQ
United Kingdom
Via email: DataProtectionOffice@hilton.com
The Company’s representative in the European Union is:
Hilton International Nederland BV
Amsterdam Hilton
Apollolaan 138
1077 BG
Amsterdam
Netherlands
Via email: DataProtectionOffice@hilton.com
Purposes and Legal Bases of Processing. The Company processes the Personal Data (as defined below) for the purpose of performing its contractual obligations under the Performance Share Unit Agreement, granting Performance Shares, implementing, administering and managing the Participant’s participation in the Plan and facilitating compliance with applicable law. The legal basis for the processing of the Personal Data (as defined below) by the Company and the third-party service providers described below is the necessity of the data processing for the Company to perform its contractual obligations under the Performance Share Unit Agreement and for the Company’s legitimate business interests of managing the Plan and generally administering the Performance Shares.
Appendix D - 2

Personal Data Subject to Processing. The Company collects, processes and uses the following types of personal data about the Participant: The Participant’s name, home address, email address, date of birth, social insurance, passport number or other identification number, any shares of stock or directorships held in the Company, details of all Performance Shares or any other entitlement to Shares awarded, canceled, settled, vested, unvested or outstanding in the Participant’s favor, which the Company receives from the Participant or the Employer (“Personal Data”).
Stock Plan Administration Service Providers. The Company transfers Personal Data to Fidelity Stock Plan Services and certain of its affiliated companies (collectively, “Fidelity”), an independent stock plan administrator with operations, relevant to the Company, in the United States, which assists the Company with the implementation, administration and management of the Plan. In the future, the Company may select different service providers and may share Personal Data with such service providers. The Company’s stock plan administrators will open an account for the Participant to receive and trade Shares. The Participant will be asked to agree on separate terms and data processing practices with the service provider, which is a condition of the Participant’s ability to participate in the Plan. The Personal Data will only be accessible by those individuals requiring access to it for purposes of implementing, administering and operating the Participant’s participation in the Plan. The Participant understands that the Participant may request a list with the names and addresses of any potential recipients of Personal Data by contacting Hilton’s Data Protection Officer as follows:
Hilton Office of the Data Protection Officer
7930 Jones Branch Drive
McLean, VA 22102 USA
Via email: DataProtectionOffice@hilton.com
Other Recipients. The Company may further transfer Personal Data to other third party service providers, if necessary to ensure compliance with applicable laws, exercise or defense of legal rights, and archiving, back-up and deletion processes. Such third party service providers may include the Company’s outside legal counsel as well as the Company’s auditor. Wherever possible, the Company will anonymize data, but the Participant understands that his or her Personal Data may need to be transferred to such providers to ensure compliance with applicable law and/or tax requirements.
International Data Transfers. The Company and its service providers, including, without limitation, Fidelity, operate, relevant to the Company, in the United States, which means that it will be necessary for Personal Data to be transferred to, and processed in, the United States. The Participant understands and acknowledges that the United States is not subject to an unlimited adequacy finding by the European Commission and that Personal Data may not have an equivalent level of protection as compared to the Participant’s country of residence. The legal basis for the transfer of the Personal Data to the Company and the third-party service providers described above is the necessity of the data transfer for the Company to perform its contractual obligations under the Agreement.
Appendix D - 3

Data Retention. The Company will use the Personal Data only as long as necessary to implement, administer and manage the Participant’s participation in the Plan, or as required to comply with applicable laws, exercise or defense of legal rights, and archiving, back-up and deletion processes. This means that Personal Data may be retained even after the Termination Date.
Data Subject Rights. To the extent provided by law, the Participant has the right to: (i) request access to and obtain a copy of the Personal Data; (ii) request rectification (or correction) of Personal Data that is inaccurate; (iii) request erasure (or deletion) of Personal Data that is no longer necessary to fulfill the purposes for which it was collected, or does not need to be retained by the Company for other legitimate purposes; (iv) restrict or object to the processing of the Personal Data; and (v) if applicable, request that Personal Data be ported (transferred) to another company.
Subject to the applicable data protection laws, application of the above rights may vary depending on the type of data involved, and the Company’s particular basis for processing the Personal Data.
To receive clarification or make a request to exercise one of the above rights, the Participant can contact Hilton’s Data Protection Officer as follows:
Hilton Office of the Data Protection Officer
7930 Jones Branch Drive
McLean, VA 22102 USA
Via email: DataProtectionOffice@hilton.com
Contractual Requirement. The Participant’s provision of Personal Data, its processing and transfer as described above is a contractual requirement and a condition to the Participant’s ability to participate in the Plan. The Participant understands that, as a consequence of the Participant’s refusing to provide Personal Data, the Company may not be able to allow the Participant to participate in the Plan, grant Performance Shares to the Participant or administer or maintain such Performance Shares. However, the Participant’s participation in the Plan and his or her acceptance of this Performance Share Unit Agreement are purely voluntary. While the Participant will not receive Performance Shares if he or she decides against participating in the Plan or providing Personal Data as described above, the Participant’s career and salary will not be affected in any way. For more information on the consequences of the refusal to provide Personal Data, the Participant may contact Hilton’s Legal Privacy Office as follows:
Hilton Legal Privacy Office
7930 Jones Branch Drive
McLean, VA 22102, USA
Via email: Privacy@hilton.com
How to Contact Us. For copies of additional privacy documents mentioned in this Agreement, or if the Participant has privacy concerns or questions related to this Agreement,
Appendix D - 4

the Participant may contact the Company at Hilton Legal Privacy Office, 7930 Jones Branch Drive, McLean, VA 22102, USA.
Data Privacy Consent for Participants outside the EEA+ and the U.S.
The Participant acknowledges and agrees to the collection, use and transfer, in electronic or other form, of the Participant’s personal data as described in the Agreement and any other Performance Share grant materials by and among, as applicable, the Company and the Employer, for the exclusive purpose of implementing, administering and managing the Participant’s participation in the Plan. The Participant understands that the Company and the Employer may hold certain personal information about the Participant, including, but not limited to, the Participant’s name, home address, e-mail address, and telephone number, work location and phone number, date of birth, social insurance number, passport or other identification number, salary, nationality, job title, hire date, any shares of stock or directorships held in the Company, details of all awards or any other entitlement to shares awarded, cancelled, exercised, vested, unvested or outstanding in the Participant’s favor, for the purpose of implementing, administering and managing the Participant’s participation in the Plan (“Data”).
The Participant understands that Data will be transferred to Fidelity Stock Plan Services and certain of its affiliated companies (“Fidelity”) which is assisting the Company in the implementation, administration and management of the Plan (or any other third party service provider which may assist the Company in the future), that these recipients may be located in the Participant’s country or elsewhere, and that the recipient’s country may have different data privacy laws and protections than the Participant’s country. The Participant understands that the Participant may request a list with the names and addresses of any potential recipients of the Data by contacting the Participant’s local human resources representative. The Participant authorizes the recipients to receive, possess, use, retain and transfer the Data, in electronic or other form, for the purposes of implementing, administering and managing the Participant’s participation in the Plan. The Participant understands that Data will be held only as long as is necessary to implement, administer and manage the Participant’s participation in the Plan. The Participant understands that the Participant may, at any time, view Data, request additional information about the storage and processing of Data, require any necessary amendments to Data or refuse or withdraw the consents herein, in any case without cost, by contacting in writing the Participant’s local human resources representative.
The Participant understands that the Participant is providing the consents herein on a purely voluntary basis. If the Participant does not consent, or if the Participant later seeks to revoke the Participant’s consent, the Participant’s employment status or service with the Employer will not be affected; the only consequence of the Participant’s refusing or withdrawing the Participant’s consent is that the Company would not be able to grant Performance Shares or other equity awards to the Participant or administer or maintain such awards. Therefore, the Participant understands that refusing or withdrawing the Participant’s consent may affect the Participant’s ability to participate in the Plan. For more information
Appendix D - 5

on the consequences of the Participant’s refusal to consent or withdrawal of consent, the Participant understands that the Participant may contact the Participant’s local human resources representative.
Finally, the Participant understands that the Company may rely on a different basis for the processing or transfer of Data in the future and/or request that the Participant provide another data privacy consent. If applicable, the Participant agrees that upon request of the Company or the Employer, the Participant will provide an executed acknowledgement or data privacy consent form (or any other agreements or consents) that the Company and/or the Employer may deem necessary to obtain from the Participant for the purpose of administering the Participant’s participation in the Plan in compliance with the data privacy laws in the Participant’s country, either now or in the future. The Participant understands and agrees that the Participant will not be able to participate in the Plan if the Participant fails to provide any such consent or agreement requested by the Company and/or the Employer.

Appendix D - 6

GENERAL
Terms and Conditions
Settlement of Performance Shares. If, prior to settlement of the Performance Shares, the Participant transfers employment and/or residence to a country outside the U.S. not covered in this Appendix D to a country in which Performance Shares are settled in cash, the Performance Shares shall continue to be settled in Shares, unless the Company determines, in its discretion, that the Performance Shares shall be settled in cash for legal or administrative reasons.
AUSTRALIA
Notifications
Securities Law Information. The offer of the Plan in Australia is being made pursuant to Division 1A, Part 7.12 of the Australian Corporations Act 2001 (Cth).
Australian Tax Treatment. The Plan is subject to which Subdivision 83A-C of the Income Tax Assessment Act 1997 (Cth) applies (subject to the conditions in that Act).
CHINA
Terms and Conditions
The following provisions apply if the Participant is subject to the exchange control restrictions and regulations in China, including the requirements imposed by the State Administration of Foreign Exchange (“SAFE”), as determined by the Company in its sole discretion:
SAFE Approval Requirement. Notwithstanding any provision in the Performance Share Unit Agreement, the Performance Shares shall not vest and Shares will not be issued until all necessary exchange control and other approvals from SAFE or its local counterpart have been received by the Company or one of the members of the Company Group in China under applicable exchange control rules with respect to the Plan and the Performance Shares granted thereunder. Further, the Company is under no obligation to vest the Performance Shares and/or issue Shares if the Company’s SAFE approval becomes invalid or ceases to be in effect by the time the Participant vests in the Performance Shares.
Termination of Employment. Notwithstanding Section 2(c) of the Agreement, if the Participant’s employment terminates as a result of the Participant’s Retirement after the date that is six months after the Date of Grant, any unvested Performance Shares will continue to vest for a period of (90) days after the Termination Date. Any Performance Shares that are unvested as of the end of the 90-day period will be forfeited. Further, any Shares held by the Participant at the time of termination of employment must be sold by the Participant within ninety (90) days after the Termination Date. If not sold by the Participant within such timeframe, the Company will force the sale of the Shares as described in the Restriction on Sale of Shares section below.
Appendix D - 7

Restriction on Sale of Shares. Due to local regulatory requirements, the Company reserves the right to force the sale of any Shares issued upon settlement of the Performance Shares. The sale may occur (i) immediately upon issuance, (ii) following the Participant’s termination of employment, (iii) following the Participant’s transfer of employment to the Company, a member of the Company Group outside of China, or (iv) within any other timeframe as the Company determines to be necessary or advisable to comply with local regulatory requirements. The Participant is required to maintain any Shares acquired under the Plan in an account at a broker designated by the Company (“Designated Account”) and any Shares deposited into the Designated Account cannot be transferred out of the Designated Account unless and until they are sold.
In order to facilitate the foregoing, the Company is authorized to instruct its designated broker to assist with the sale of the Shares (on the Participant’s behalf pursuant to this authorization without further consent) and the Participant expressly authorizes the Company’s designated broker to complete the sale of such Shares. The Participant acknowledges that the Company’s designated broker is under no obligation to arrange for the sale of the Shares at any particular price. Upon the sale of the Shares, the Company will pay to the Participant the cash proceeds from the sale, less any brokerage fees or commissions and subject to any obligation to satisfy Tax-Related Items. If the Shares acquired under the Plan are sold, the repatriation requirements described below shall apply.
Employees transferring from outside of China to a member of the Company Group in China and employees transferring from a member of the Company Group in China to the Company or a member of the Company Group outside of China may become or remain subject to the requirements set forth in this Appendix D, as determined by the Company in its sole discretion.
Dividend Reinvestment. In the event that the Company, in its discretion, declares payment of any cash dividends on Common Stock, the Participant acknowledges and agrees that the Company and/or the designated broker may use such cash dividends to automatically purchase additional Shares to be issued into the Participant’s brokerage account. Any additional Shares acquired pursuant to the preceding sentence are subject to the same exchange control requirements as other Shares the Participant may hold. Any cash dividends not used to purchase Shares or pay associated costs (e.g., broker fees) will be immediately repatriated to China pursuant to the procedures set by the Company in compliance with SAFE requirements.
Exchange Control Requirements. Pursuant to exchange control requirements in China, the Participant will be required to immediately repatriate to China any cash proceeds from the sale of the Shares acquired under the Plan or the receipt of any dividends paid on such Shares (unless immediately reinvested, as described above). The Participant understands that, under applicable laws, such repatriation of the cash proceeds may need to be effectuated through a special exchange control account established by the Company or a member of the Company Group in China, and the Participant hereby consents and agrees that any proceeds from the sale of Shares or the receipt of dividends may be transferred to such special account prior to being
Appendix D - 8

delivered to the Participant. The Participant also understands that the Company will deliver the proceeds to the Participant as soon as possible, but that there may be delays in distributing the funds to the Participant due to exchange control requirements. The Participant understands that the proceeds may be paid to the Participant in U.S. dollars or in local currency, at the Company’s discretion. If the proceeds are paid in U.S. dollars, the Participant will be required to set up a U.S. dollar bank account in China so that the proceeds may be deposited into this account. If the proceeds are paid in local currency, the Company is under no obligation to secure any particular exchange conversion rate and the Company may face delays in converting the proceeds to local currency due to exchange control restrictions.
Finally, the Participant agrees to comply with any other requirements that may be imposed by the Company in the future in order to facilitate compliance with exchange control requirements in China.
INDIA
Notifications
Exchange Control Information. The Participant understands that the Participant must repatriate any proceeds from the sale of Shares acquired under the Plan to India within such period of time as prescribed under applicable Indian exchange control laws, as may be amended from time to time. The Participant will receive a foreign inward remittance certificate (“FIRC”) from the bank where the Participant deposits the foreign currency. The Participant should maintain the FIRC as evidence of the repatriation of funds in the event the Reserve Bank of India or the Employer requests proof of repatriation. It is the Participant’s responsibility to comply with applicable exchange control laws in India. The Participant also agrees to provide any information that may be required by the Company or the Employer to make any applicable filings under exchange control laws in India.
Foreign Asset/Account Reporting Information. The Participant is required to declare any foreign bank accounts for which the Participant has signing authority in the Participant’s annual tax return. It is the Participant’s responsibility to comply with applicable tax laws in India. The Participant should consult with the Participant’s personal tax advisor to ensure that the Participant is properly reporting the Participant’s foreign assets and bank accounts.
SINGAPORE
Terms and Conditions
Restriction on Sale of Shares. The Performance Shares are subject to section 257 of the Singapore Securities and Futures Act (Chapter 289, 2006 Ed.) (“SFA”) and the Participant should not make any subsequent sale in Singapore, or any offer of such subsequent sale of the Shares underlying the Performance Shares, unless such sale or offer in Singapore is made (1) after 6 months of the grant of the Performance Shares to the Participant; or (2) pursuant
Appendix D - 9

to the exemptions under Part XIII Division (1) Subdivision (4) (other than section 280) of the SFA.
Notifications
Securities Law Information. The offer of the Plan, the grant of the Performance Shares, and the value of underlying Shares at vesting are being made pursuant to the “Qualifying Person” exemption under section 273(1)(f) of the SFA. The Plan has not been lodged or registered as a prospectus with the Monetary Authority of Singapore.
Director Notification Obligation. Directors, associate directors or shadow directors of a Singapore member of the Company Group are subject to certain notification requirements under the Singapore Companies Act. Among these requirements is an obligation to notify such entity in writing within two business days of any of the following events: (i) the acquisition or disposal of an interest (e.g., Performance Shares granted under the Plan or Shares) in the Company or any member of the Company Group, (ii) any change in previously-disclosed interests (e.g., sale of Shares), of (iii) becoming a director, associate director or shadow director of a member of the Company Group in Singapore, if the individual holds such an interest at that time.
SPAIN
Terms and Conditions
No Entitlement for Claims or Compensation. This provision supplements Section 12 of the Performance Share Unit Agreement and Section 2 of the Terms and Conditions for Non-U.S. Participants:
By accepting the Performance Shares, the Participant consents to participation in the Plan and acknowledges that the Participant has received a copy of the Plan document.
The Participant understands that the Company has unilaterally, gratuitously and in its sole discretion decided to make grants of Performance Shares under the Plan to individuals who may be employees of the Company or other members of the Company Group throughout the world. The decision is limited and entered into based upon the express assumption and condition that (i) any Performance Shares will not economically or otherwise bind the Company or any other member of the Company Group, including the Employer, on an ongoing basis, other than as expressly set forth in the Agreement, (ii) the Performance Shares shall not become part of any employment contract (whether with the Company or any other member of the Company Group, including the Employer) and shall not be considered a mandatory benefit, salary for any purpose (including severance compensation) or any other right whatsoever; and (iii) unless otherwise expressly set forth in the Agreement, any unvested Performance Shares will be forfeited upon the Participant’s termination of employment for any reason, as detailed below. Furthermore, the Participant understands and freely accepts that there is no guarantee that any benefit whatsoever shall arise from the grant of the Performance Shares, which is gratuitous and discretionary, since the future value of the Performance Shares is unknown and unpredictable.
Appendix D - 10

The Participant understands and agrees that, unless otherwise expressly set forth in the Agreement, the Participant’s termination of employment for any reason (including for the reasons listed below) will automatically result in the cancellation and loss of any Performance Shares that may have been granted to the Participant and that were not fully vested on the Termination Date. In particular, the Participant understands and agrees that, unless otherwise expressly set forth in the Agreement, the Performance Shares will be cancelled without entitlement to any proceeds or to any amount as indemnification if the Participant terminates employment by reason of, including, but not limited to: resignation, death, disability, retirement, disciplinary dismissal adjudged to be with cause, disciplinary dismissal adjudged or recognized to be without cause, individual or collective layoff on objective grounds, whether adjudged to be with cause or adjudged or recognized to be without cause, material modification of the terms of employment under Article 41 of the Workers’ Statute, relocation under Article 40 of the Workers’ Statute, Article 50 of the Workers’ Statute, unilateral withdrawal by the Employer, and under Article 10.3 of Royal Decree 1382/1985.
The Participant also understands that the grant of Performance Shares would not be made but for the assumptions and conditions set forth hereinabove; thus, the Participant understands, acknowledges and freely accepts that, should any or all of the assumptions be mistaken or any of the conditions not be met for any reason, the grant of the Performance Shares shall be null and void.
Notifications
Securities Law Information. The Performance Shares do not qualify under Spanish regulations as securities. No “offer of securities to the public”, as defined under Spanish law, has taken place or will take place in the Spanish territory. The Agreement (including Appendix B and this Appendix C) has not been nor will it be registered with the Comisión Nacional del Mercado de Valores, and does not constitute a public offering prospectus.
Foreign Asset/Account Reporting Information. The Participant may be subject to certain tax reporting requirements with respect to rights or assets (including cash in a bank or brokerage account) held outside of Spain with an aggregate value exceeding a certain threshold (currently €50,000 per type of asset or right) as of December 31 each year. Unvested awards (e.g., Performance Shares) are not considered assets or rights for purposes of this reporting requirement. If applicable, the Participant must report the assets on Form 720 by no later than March 31 following the end of the relevant year. After the assets and/or rights are initially reported, the reporting obligation will apply only if the value of previously reported assets or rights increases by more than a certain threshold (currently €20,000) as of each subsequent December 31. The Participant should consult with the Participant’s personal advisor to determine the Participant’s obligations in this respect.
Exchange Control Information. The Participant may be required to electronically declare to the Bank of Spain any foreign accounts (including brokerage accounts held abroad), any foreign instruments and any transactions with non-Spanish residents (including any payments of cash made to the Participant by the Company into a U.S. brokerage account) if the balances in such accounts together with the value of such instruments as of December 31, or
Appendix D - 11

the volume of transactions with non-Spanish residents during the prior or current year, exceed a certain threshold (currently €1,000,000). Once this threshold has been surpassed in either respect, the Participant will generally be required to report all of the Participant’s foreign accounts, foreign instruments and transactions with non-Spanish residents, even if the relevant threshold has not been crossed for an individual item. The Participant will generally only be required to report on an annual basis.
UNITED ARAB EMIRATES
Notifications
Securities Law Information. Participation in the Plan is being offered only to Eligible Persons and is in the nature of providing equity incentives to Eligible Persons. Any documents related to participation in the Plan, including the Plan, the Agreement and any other grant documents (“Performance Share Documents”), are intended for distribution only to such Eligible Persons and must not be delivered to, or relied on by, any other person. The United Arab Emirates securities or financial/economic authorities have no responsibility for reviewing or verifying any Performance Share Documents and have not approved the Performance Share Documents nor taken steps to verify the information set out in them, and thus, are not responsible for their content.
The securities to which this statement relates may be illiquid and/or subject to restrictions on their resale. Prospective purchasers of the securities offered should conduct their own due diligence on the securities. The Participant is aware that he or she should, as a prospective stockholder, conduct his or her own due diligence on the securities. The Participant acknowledges that if he or she does not understand the contents of the Performance Share Documents, the Participant should consult an authorized financial advisor.
UNITED KINGDOM
Terms and Conditions
Share Settlement. Notwithstanding any provision in the Performance Share Unit Agreement and the Terms and Conditions for Non-U.S. Participants to the contrary, any vested Performance Shares shall be settled in Shares only (and shall not be settled in cash).
Responsibility for Taxes. This provision supplements Section 4 of the Performance Share Unit Agreement and Section 1 of the Terms and Conditions for Non-U.S. Participants:
Without limitation to Section 4 of the Performance Share Unit Agreement and Section 1 of the Terms and Conditions for Non-U.S. Participants, the Participant agrees that the Participant is liable for all Tax-Related Items and hereby covenants to pay all such Tax-Related Items as and when requested by the Company or the Employer or by HM Revenue and Customs (“HMRC”) (or any other tax authority or any other relevant authority). The Participant also agrees to indemnify and keep indemnified the Company and the Employer against any Tax-
Appendix D - 12

Related Items that they are required to pay or withhold or have paid or will pay to HMRC (or any other tax authority or any other relevant authority) on the Participant’s behalf.
Notwithstanding the foregoing, if the Participant is a director or executive officer of the Company (within the meaning of Section 13(k) of the Exchange Act), the Participant understands that he or she may not be able to indemnify the Company for the amount of any Tax-Related Items not collected from or paid by the Participant, in case the indemnification could be considered a loan. In this case, the Tax-Related Items not collected or paid may constitute a benefit to the Participant on which additional income tax and National Insurance contributions (“NICs”) may be payable. The Participant understands that he or she will be responsible for reporting and paying any income tax due on this additional benefit directly to HMRC under the self-assessment regime and for paying to the Company and/or the Employer (as appropriate) the amount of any NICs due on this additional benefit, which may also be obtained from the Participant by any of the means referred to in Section 4 of the Performance Share Unit Agreement or Section 1 of the Terms and Conditions for Non-U.S. Participants.
Appendix D - 13
Exhibit 10.2
AWARD NOTICE
AND
RESTRICTED STOCK UNIT AGREEMENT
HILTON 2017 OMNIBUS INCENTIVE PLAN
The Participant has been granted Restricted Stock Units with the terms set forth in this Award Notice, and subject to the terms and conditions of the Plan and the Restricted Stock Unit Agreement (including the terms and conditions set forth in the appendices and exhibits attached thereto, the “Agreement”) to which this Award Notice is attached. Capitalized terms used and not defined in this Award Notice will have the meanings set forth in the Agreement and the Plan.

Participant Name
Number of Restricted Stock Units Granted

Vesting Schedule

Date of Grant
#ParticipantName#
#QuantityGranted# RSUs
50% vests on March 3 of 2026 and 2027 (each, a “vesting date”)#GrantDate#

Vesting Schedule:
Vesting of the RSUs as specified in the chart above is subject to the Participant’s continued employment with a member of the Company Group through and including each applicable vesting date (unless otherwise provided for in Section 2(b) or Section 2(c) of the Agreement); provided that if the number of RSUs is not evenly divisible by two (2), then no fractional Shares will vest and the installments will be as equal as possible with the smaller installment(s) vesting in year one and the remainder will vest in year two.


RESTRICTED STOCK UNIT AGREEMENT
HILTON 2017 OMNIBUS INCENTIVE PLAN
        This Restricted Stock Unit Agreement, effective as of the Date of Grant (as defined below), is between Hilton Worldwide Holdings Inc., a Delaware corporation (the “Company”), and the individual listed in the Award Notice as the “Participant.” Capitalized terms have the meaning set forth in Section 20, or, if not otherwise defined herein, in the Hilton 2017 Omnibus Incentive Plan (as it may be amended, the “Plan”).
1.Grant and Vesting of RSUs.
(a)The Company grants the Participant on the Date of Grant the number of RSUs as provided in the Award Notice, subject to and in accordance with the terms, conditions and restrictions in the Plan, the Award Notice, and this Agreement.
(b)Except as provided in Section 2, and to the extent not previously vested or forfeited as provided in this Agreement, the Company will issue to the Participant one Share for each RSU which becomes vested in accordance with the terms and conditions of the Award Notice and this Agreement, as soon as reasonably practicable following the applicable vesting date (and in any event within 2.5 months of the applicable vesting date), and such vested RSU will be cancelled upon delivery of the Share. The Participant will not have any of the rights or privileges of a stockholder of the Company in respect of the Shares subject to RSUs until the Shares have been issued to the Participant in accordance with this Section 1. The Company has no obligation to issue Shares if any issuance would not comply with all relevant provisions of applicable law and the requirements of any stock exchange on which the Shares are listed for trading. For the avoidance of doubt, the Participant is not entitled to pro-rata vesting of any Shares if the Participant is employed for only a portion of the vesting period, but no longer employed on the respective vesting date.
(c)Notwithstanding anything herein to the contrary, the Participant must accept this Agreement within ninety (90) days following the Date of Grant, and, if the Agreement has not been accepted within such ninety (90) day period, the RSUs will be forfeited on the ninetieth (90th) day following the Date of Grant. The Participant is advised to consult with an attorney regarding this Agreement (including all of its appendices and exhibits) before accepting it.
2.Termination of Employment.
(a)Subject to Section 2(b) or Section 2(c) below, in the event that the Participant’s employment with the Company Group terminates for any reason, any unvested RSUs will be forfeited and all of the Participant’s rights under this Agreement will cease as of the effective date of Termination (the “Termination Date”).
(b)Any unvested RSUs will fully vest as of the Termination Date and will be settled in accordance with Section 1 if the Participant’s employment with the Company Group is terminated:
(i)by the Company Group due to or during the Participant’s Disability or due to the Participant’s death; or

2

(ii)by the Company Group without Cause within the period commencing on the date of a Change in Control and ending on the date that is 12 months thereafter.
(c)In the event the Participant’s employment with the Company Group terminates as a result of the Participant’s Retirement after the date that is six (6) months after the Date of Grant, all unvested RSUs will remain outstanding and will continue to vest, following the Termination Date, in accordance with the schedule set forth in the Award Notice and upon vesting, will be settled in accordance with Section 1, so long as no Restrictive Covenant Violation occurs (as determined by the Committee or its designee in its sole discretion prior to the applicable vesting date). The Committee or its designee may require the Participant to certify in writing prior to each applicable vesting date that no Restrictive Covenant Violation has occurred. Notwithstanding the foregoing, if the Participant’s Retirement occurs on a date within the period commencing on the date of a Change in Control and ending on the date that is 12 months thereafter, any unvested RSUs will become fully and immediately vested as of the date of such Retirement and will be settled in accordance with Section 1 (i.e., in the same manner as set forth under Section 2(b)(ii)).
(d)The Participant’s rights with respect to the RSUs will not be affected by any change in the nature of the Participant’s employment so long as the Participant continues to be employed by a member of the Company Group. Whether (and the circumstances under which) the Participant’s employment has terminated and the determination of the Termination Date for purposes of this Agreement will be determined by the Committee (or, with respect to any Participant who is not a director or Officer, its designee, whose good faith determination will be final, binding and conclusive; provided, that such designee may not make any such determination with respect to the designee’s own employment for purposes of the RSUs).
3.Tax Withholding. In connection with settlement of any RSUs under Section 1, the Company will withhold a number of Shares in the amount necessary to satisfy applicable U.S. and non-U.S. Federal, state or local tax or other withholding requirements, if any (“Withholding Taxes”) in accordance with Section 15(d) of the Plan (or, if the Participant is subject to Section 16 of the Exchange Act at such time, such amount which would not result in adverse consequences under GAAP), unless otherwise agreed to in writing by the Participant and the Company. If any Withholding Taxes become due prior to the settlement of any RSUs, the Committee may accelerate the vesting of a number of RSUs equal in value to the Withholding Taxes, the Shares to be issued in settlement of such accelerated RSUs will be withheld by the Company, and the number of RSUs so accelerated will reduce the number of RSUs which would otherwise become vested on the next applicable vesting date. The number of RSUs or Shares equal to the Withholding Taxes will be determined using the closing price per Share on the New York Stock Exchange (or other principal exchange on which the Shares then trade) on the date of determination, and may be rounded up to the nearest whole RSU or Share.
4.Dividend Equivalents. With respect to the RSUs, the Participant shall be credited with dividend equivalents as and when dividends are paid to the Company’s shareholders. Dividend equivalents shall accumulate and be paid to the Participant in cash (without interest) as and when the RSUs from which the dividend equivalents are derived are settled in accordance with Section 1 and the Participant shall not have any right to such dividend equivalents prior to such settlement. Dividend equivalents shall be subject to the same vesting requirements that apply to the RSUs from which such dividend equivalents are derived. If the RSUs from which the dividend equivalents are derived are forfeited, the Participant shall have no right to any dividend equivalents.
5.Repayment of Proceeds; Clawback Policy. The RSUs, any dividend equivalent payments, and all Shares received in respect of the RSUs and all proceeds related to the RSUs

3

are subject to the clawback and repayment terms set forth in Sections 15(v) and 15(w) of the Plan and the Company’s Clawback Policy, as amended from time to time, to the extent the Participant is a director or Officer. In addition, if any member of the Company Group terminates the Participant’s employment for Cause or discovers after Termination that grounds existed for a Termination for Cause at the time thereof, then the Participant will be required, in addition to any other remedy available (on a non-exclusive basis), to pay the Company, within ten (10) business days of the Company’s request, the aggregate after-tax proceeds the Participant received in respect of the RSUs and any Shares issued in respect thereof.
6.Adjustments Upon Change in Capitalization. The RSUs, any dividend equivalent payments, and/or the Shares, are subject to adjustment in accordance with Section 13 of the Plan.
7.Restrictive Covenants. The Participant acknowledges and recognizes the highly competitive nature of the businesses of the Company Group, that the Participant will be allowed access to confidential and proprietary information (including, but not limited to, trade secrets) about those businesses, as well as access to the prospective and actual customers, suppliers, investors, clients and partners involved in those businesses, and the goodwill associated with the Company Group. The Participant accordingly agrees to the provisions of Appendix A to this Agreement (the “Restrictive Covenants”). For the avoidance of doubt, the Restrictive Covenants contained in this Agreement are in addition to, and not in lieu of, any other restrictive covenants or similar covenants or agreements between the Participant and any member of the Company Group.
8.Restrictions on Transfer. The Participant may not assign, sell or otherwise transfer the RSUs or the Participant’s right to receive Shares other than in accordance with Section 15(b) of the Plan.
9.RSUs Subject to the Plan. The Agreement and RSUs granted under this Agreement are subject to all terms and provisions of the Plan and all such terms and provisions are incorporated into this Agreement. By accepting the RSUs, the Participant acknowledges that the Participant has received and read the Plan and prospectus and agrees to be bound by the terms, conditions, and restrictions set forth in the Plan, this Agreement, and the Company’s policies, as in effect from time to time, relating to the Plan. In the event of a conflict between any term or provision of the Agreement and a term or provision of the Plan, the terms of the Plan will govern and prevail.
10.Governing Law; Venue. This Agreement will be governed by and construed in accordance with the laws of the State of Delaware applicable to contracts made and performed wholly within the State of Delaware, without giving effect to the conflict of laws provisions thereof. For purposes of litigating any dispute that arises under this Agreement, the parties consent to and submit to the exclusive and personal jurisdiction and venue of the State of New York or the State of Delaware, and each of the Participant, the Company, and any transferees

4

who hold RSUs pursuant to a valid assignment, hereby submits to the exclusive jurisdiction of such courts for the purpose of any such suit, action, proceeding, or judgment.
11.No Additional Rights. By accepting this Agreement and the grant of the RSUs contemplated in this Agreement, the Participant expressly acknowledges that:
(a)the Plan is established voluntarily by the Company, it is discretionary in nature and may be modified, amended, suspended or terminated by the Company at any time, to the extent permitted by the Plan;
(b)the grant of RSUs is exceptional, voluntary and occasional and does not create any contractual or other right to receive future grants of RSUs, or benefits in lieu of RSUs, even if RSUs have been granted in the past;
(c)all determinations with respect to future grants of RSUs or other awards, if any, and the terms thereof, will be at the sole discretion of the Company;
(d)the Participant’s participation in the Plan is voluntary and not a condition of the Participant’s employment and the Participant may decline to accept the RSUs without adverse consequences to the Participant’s continued employment relationship with the Company Group;
(e)the grant and the Participant’s participation in the Plan shall not create a right to employment or be interpreted as forming or amending an employment relationship with the Company and shall not interfere with the ability of Company Group to terminate the Participant’s employment relationship, if any;
(f)the value of the RSUs is an extraordinary item that is outside the scope of the Participant’s employment contract, if any, and nothing can or must automatically be inferred from such employment contract or its consequences;
(g)grants of RSUs, and the income from and value of same, are not part of normal or expected compensation for any purpose and are not to be used for calculating any severance, resignation, termination, redundancy, dismissal, end of service payments, bonuses, long-service awards, holiday pay, pension or retirement benefits or welfare or similar payments, and the Participant waives any claim on such basis, and for the avoidance of doubt, the RSUs will not constitute an “acquired right” under the applicable law of any jurisdiction;
(h)the future value of the underlying Shares is unknown, indeterminable, and cannot be predicted with certainty;
(i)neither the Plan nor this Agreement nor the Participant’s receipt of the RSUs imposes any obligation on any member of the Company Group to continue the employment relationship of the Participant; and
(j)the Participant will have no rights to compensation or damages related to RSU proceeds in consequence of the Termination of the Participant’s employment for any reason whatsoever and whether or not in breach of contract and/or the application of any clawback or

5

recoupment policy of the Company or any recoupment, recovery, or clawback policy otherwise required by applicable laws.
12.Section 409A of the Code.
(a)This Agreement is intended to comply with the provisions of Section 409A of the Code and the regulations promulgated thereunder (“Section 409A”). Without limiting the foregoing, the Committee will have the right to amend the terms and conditions of this Agreement in any respect as may be necessary or appropriate to comply with Section 409A or any regulations promulgated thereunder, including without limitation by delaying the issuance of the Shares contemplated pursuant to this Agreement.
(b)Notwithstanding any other provision of this Agreement to the contrary, if the Participant is a “specified employee” within the meaning of Section 409A, and is subject to U.S. federal income tax, no payments in respect of any RSU that is “deferred compensation” subject to Section 409A and which would otherwise be payable upon the Participant’s “separation from service” (as defined in Section 409A) will be made to the Participant prior to the date that is six (6) months after the date of the Participant’s “separation from service” or, if earlier, the Participant’s date of death. Following any applicable six (6) month delay, all such delayed payments will be paid in a single lump sum on the earliest date permitted under Section 409A that is also a business day. The Participant is solely responsible and liable for the satisfaction of all taxes and penalties under Section 409A that may be imposed on or in respect of the Participant in connection with this Agreement, and the Company will not be liable to any Participant for any payment made under this Plan that is determined to result in an additional tax, penalty or interest under Section 409A, nor for reporting in good faith any payment made under this Agreement as an amount includible in gross income under Section 409A. Each payment in a series of payments under this Agreement will be deemed to be a separate payment for the purposes of Section 409A.
13.Electronic Delivery and Acceptance. This Agreement may be executed electronically and in counterparts. The Company currently delivers documents related to the Plan by electronic means. The Participant hereby consents to receive such documents by electronic delivery and agrees to participate in the Plan through an on-line system established and maintained by the Company or a third party designated by the Company.
14.Imposition of Other Requirements. The Company may (a) impose other requirements, policies or procedures relating to the Participant’s participation in the Plan, on the RSUs and on any Shares acquired under the Plan to the extent the Company determines it is necessary or advisable for legal or administrative purposes and (b) require the Participant to sign any additional agreements that may be necessary to accomplish the foregoing.
15.No Advice Regarding Grant. The Participant acknowledges and agrees that the Company is not providing any tax, legal or financial advice, nor is the Company making any recommendations regarding the Participant’s participation in the Plan, or the Participant’s acquisition or sale of the underlying Shares. The Participant should consult with the Participant’s own personal tax, legal and financial advisors regarding the Participant’s participation in the Plan before taking any action related to the Plan.
16.Appendices For Non-U.S. Participants and Certain U.S. Participants. Notwithstanding any provisions in this Agreement to the contrary, Participants residing and/or working outside of the United States (“Non-U.S. Participants”) will be subject to the Terms and Conditions for Non-U.S. Participants attached as Appendix C and to the Country-Specific Terms and Conditions attached as Appendix D (to the extent applicable). Additionally, Participants residing and/or working in any of the states or territories of the United States identified in the

6

State Restrictive Covenant Annex attached as Appendix B will be subject to the terms and conditions thereof. If the Participant relocates from the United States to another country, the Terms and Conditions for Non-U.S. Participants and the applicable Country-Specific Terms and Conditions will apply to the Participant, to the extent the Company determines that the application of such terms and conditions is necessary or advisable for legal or administrative reasons. Moreover, if the Participant relocates between any of the countries included in the Country-Specific Terms and Conditions, the additional terms and conditions for such country will apply to the Participant, to the extent the Company determines that the application of such terms and conditions is necessary or advisable for legal or administrative reasons.
17.Severability. Should any provision of this Agreement be held by a court of competent jurisdiction to be unenforceable or invalid for any reason, the remaining provisions of this Agreement shall not be affected by such holding and shall continue in full force in accordance with their terms.
18.Waiver. The Participant acknowledges that a waiver by the Company of the breach of any provision of this Agreement will not operate or be construed as a waiver of any other provision of this Agreement, or of any subsequent breach by the Participant.
19.Insider Trading Restrictions/Market Abuse Laws. The Participant may be subject to insider trading restrictions and/or market abuse laws in applicable jurisdictions which may affect the Participant’s ability to, directly or indirectly, accept, acquire, sell, or attempt to sell or otherwise dispose of Shares, rights to Shares (e.g., RSUs), or rights linked to the value of Shares, during such times as the Participant is considered to have “inside information” regarding the Company (as defined by the laws and/or regulations in the applicable jurisdictions or the Participant’s country). Local insider trading laws and regulations may prohibit the cancellation or amendment of orders the Participant places before possessing the inside information. Furthermore, the Participant may be prohibited from (i) disclosing inside information to any third party, including fellow employees (other than on a “need to know” basis) and (ii) “tipping” third parties or causing them to otherwise buy or sell securities. Any restrictions under these laws or regulations are separate from and in addition to any restrictions that may be imposed under any applicable Company insider trading policy. The Participant is responsible for ensuring compliance with any applicable restrictions and should consult his or her personal legal advisor on this matter.
20.Definitions. The following terms will have the following meanings for purposes of this Agreement:
(a)“Agreement” means this Restricted Stock Unit Agreement including (unless the context otherwise requires) the Award Notice, Appendix A, Appendix B (and the

7

exhibits attached thereto) and the appendices for Non-U.S. Participants attached hereto as Appendix C and Appendix D.
(b)“Award Notice” means the notice to the Participant.
(c)“Date of Grant” means the “Date of Grant” listed in the Award Notice.
(d)“Officer” means “officer” as defined under Rule 16a-1(f) of the
(e)Exchange Act.
(f)Participant” means the “Participant” listed in the Award Notice.
(g)“Restrictive Covenant Violation” means the Participant’s breach of the Restrictive Covenants listed on Appendix A or any other covenant regarding confidentiality, competitive activity, solicitation of the Company Group’s vendors, suppliers, customers, or employees, or any similar provision applicable to or agreed to by the Participant.
(h)“Retirement” means a termination of the Participant’s employment with the Company Group for any reason, whether by the Participant or by the Company Group, following the date on which (i) the Participant attained the age of 55 years old, and (ii) the number of completed years of the Participant’s employment with the Company Group is at least 10 as based on the Company Seniority Date; provided, however, that a termination of the Participant’s employment (w) by the Company Group for Cause, (x) by the Company Group, or the Participant, in either case, while grounds for Cause exist, (y) due to the Participant’s death, or (z) due to or during the Participant’s Disability, in each case, will not constitute a Retirement for the purposes of this Agreement, regardless of whether such termination occurs following the date on which the age and service requirements set forth in clauses (i) and (ii) have been satisfied.
(i)“RSUs” means that number of Restricted Stock Units listed in the Award Notice as “Restricted Stock Units Granted,” subject to adjustment in accordance with Section 6 of the Agreement.
(j)“Shares” means a number of shares of Common Stock equal to the number of RSUs.
[Signatures follow]


HILTON WORLDWIDE HOLDINGS INC.

By:

/s/ Christopher J. Nassetta
Christopher J. Nassetta
President and Chief Executive Officer


By:


/s/ Laura Fuentes
Laura Fuentes
Executive Vice President and Chief Human Resources Officer

Acknowledged and Agreed
as of the date first written above:
Participant ES
______________________________
Participant Signature

Appendix A - 1

APPENDIX A
Restrictive Covenants
1.Non-Competition; Non-Solicitation.
(a)The Participant acknowledges and recognizes the highly competitive nature of the businesses of the Company Group and accordingly agrees as follows:
(i)While the Participant is employed by the Company Group (the “Employment Term”) and for a period that ends on the later to occur of (A) the first anniversary of the Termination Date or (B) the last day on which any portion of the RSUs granted under this Agreement are eligible to vest if the Participant ceases to be employed by the Company Group as a result of the Participant’s Retirement (such period, the “Non-Solicitation Period”), the Participant will not, whether on the Participant’s own behalf or on behalf of or in conjunction with any person, firm, partnership, joint venture, association, corporation or other business organization, entity or enterprise whatsoever (“Person”), directly or indirectly solicit or assist in soliciting away from the Company the business of any then current or prospective client or customer with whom the Participant (or his or her direct reports) had personal contact or dealings on behalf of the Company or about whom the Participant had access to Confidential Information during the one-year period preceding the Termination Date.
(ii)During the Employment Term and for a period that ends on the later of (A) six (6) months after the Termination Date or (B) the last day on which any portion of the RSUs granted under this Agreement are eligible to vest if the Participant ceases to perform services on behalf of the Company Group as a result of the Participant’s Retirement, the Participant will not, directly or indirectly:
(A)engage in the Business providing services in the nature of the services the Participant provided to any member of the Company Group at any time in the one year prior to the Termination Date, for a Competitor (as defined below) in the Restricted Area (as defined below);
(B)enter the employ of, or render any services to, a Competitor in the Restricted Area that are in the nature of the services the Participant provided to the Company at any time in the six (6) months prior to the Termination Date, except where such employment or services do not relate in any manner to the Business;
(C)acquire a financial interest in, or otherwise become actively involved with, a Competitor in the Restricted Area, directly or indirectly, as an individual, partner, shareholder, officer, director, principal, agent, trustee or consultant; or
(D)intentionally and adversely interfere with, or attempt to adversely interfere with, business relationships between the members of the Company Group and any of their clients, customers, suppliers, partners, members or investors.
(iii)Notwithstanding anything to the contrary in this Appendix A, the Participant may, directly or indirectly, own, solely as an investment, securities of any Person engaged in a Business (including, without limitation, a Competitor) which are publicly traded on a national or regional stock exchange or on the over-the-counter market if the Participant (A) is not a controlling Person of, or a member of a group which

Appendix A - 2

controls, such Person and (B) does not, directly or indirectly, own 2% or more of any class of securities of such Person.
(iv)During the Non-Solicitation Period, the Participant will not, whether on the Participant’s own behalf or on behalf of or in conjunction with any Person or entity, directly or indirectly solicit or encourage any employee of the Company Group with whom the Participant (or his or her direct reports) had personal contact or dealings on behalf of the Company or about whom the Participant had access to Confidential Information during the one-year period preceding the Termination Date to leave the employment of the Company Group or hire any employee who was employed by the Company Group as of the Termination Date, provided that this prohibition does not apply to (i) administrative personnel employed by the Company or (ii) any Company employee who is hired away from the Company as a result of responding to a generic job posting on a website or in a newspaper or periodical of general circulation, without any involvement or encouragement by the Participant.
(v)During the Non-Solicitation Period, the Participant will not, whether on the Participant’s own behalf or on behalf of or in conjunction with any Person, directly and intentionally encourage any consultant of the Company to cease working with the Company.
(vi)For purposes of this Agreement:
(A) “Business” means the business of owning, operating, managing and/or franchising hotel and lodging properties.
(B)“Competitor” means any Person engaged in the Business, including, but not limited to, Accor Group, AirBnB Inc., Best Western International, Carlson Hospitality Worldwide, Choice Hotels International, G6 Hospitality LLC, Host Hotels & Resorts, Inc., Hyatt Hotels Corporation, InterContinental Hotels Group Plc, LQ Management LLC, Marriott International, Inc., Wyndham Hotels & Resorts, Inc. and Wynn Resorts, Limited.
(C)“Restricted Area” means the United States and any country in which the Company is engaged in the Business or where the Participant knows or should know the Company has taken steps to engage in the Business.
(b)It is expressly understood and agreed that although the Participant and the Company consider the restrictions contained in this Section 1 to be reasonable, if a judicial determination is made by a court of competent jurisdiction that the time or territory or any other restriction contained in this Appendix A is an unenforceable restriction against the Participant, the provisions of this Appendix A will not be rendered void but will be deemed amended to apply as to such maximum time and territory and to such maximum extent as such court may judicially determine or indicate to be enforceable. Alternatively, if any court of competent jurisdiction finds that any restriction contained in this Appendix A is unenforceable, and such restriction cannot be amended so as to make it enforceable, such finding will not affect the enforceability of any of the other restrictions contained herein.
(c)The period of time during which the provisions of this Section 1 will be in effect will be extended by the length of time during which the Participant is in breach of the

Appendix A - 3

terms hereof as determined by any court of competent jurisdiction on the Company’s application for injunctive relief.
2.Confidentiality; Non-Disparagement; Intellectual Property; Protected Rights.
(a)Confidentiality.
(i)The Participant will not at any time (whether during or after the Employment Term) (x) retain or use for the benefit, purposes or account of the Participant or any other Person; or (y) disclose, divulge, reveal, communicate, share, transfer or provide access to any Person outside the Company Group (other than its professional advisers who are bound by confidentiality obligations or otherwise in performance of the Participant’s duties during the Employment Term and pursuant to customary industry practice), any non-public, proprietary or confidential information (including, without limitation, trade secrets, know-how, research and development, software, databases, inventions, processes, formulae, technology, designs and other intellectual property, information concerning finances, investments, profits, pricing, costs, products, services, vendors, customers, clients, partners, investors, personnel, compensation, recruiting, training, advertising, sales, marketing, promotions, government and regulatory activities and approvals) concerning the past, current or future business, activities and operations of any member of the Company Group and/or any third party that has disclosed or provided any of same to any member of the Company Group on a confidential basis (“Confidential Information”) without the prior written authorization of the Board or its designee.
(ii)“Confidential Information” does not include any information that is (a) generally known to the industry or the public other than as a result of the Participant’s breach of this covenant; (b) made legitimately available to the Participant by a third party without breach of any confidentiality obligation of which the Participant has knowledge; or (c) required by law to be disclosed; provided that, unless otherwise provided under applicable law, with respect to subsection (c) the Participant is required to give prompt written notice to the Company of such requirement, disclose no more information than is so required, and reasonably cooperate with any attempts by the Company to obtain a protective order or similar treatment.
(iii)Upon termination of the Participant’s employment with the Company Group for any reason, the Participant agrees to (x) cease and not thereafter commence use of any Confidential Information or intellectual property (including, without limitation, any patent, invention, copyright, trade secret, trademark, trade name, logo, domain name or other source indicator) owned or used by any member of the Company Group; and (y) immediately destroy, delete, or return to the Company, at the Company’s option, all originals and copies in any form or medium (including memoranda, books, papers, plans, computer files, letters and other data) in the Participant’s possession or control (including any of the foregoing stored or located in the Participant’s office, home, laptop or other computer, whether or not Company Group property) that contain Confidential Information, except that the Participant may retain only those portions of any personal notes, notebooks and diaries that do not contain any Confidential Information.
(b)Non-Disparagement. During the Employment Term and at all times thereafter, the Participant will not directly, or through any other Person, make any public or private statements that are disparaging of the Company, its affiliates or subsidiaries, or their respective businesses or employees, officers, directors, or stockholders, or any product or service

Appendix A - 4

offered by any member of the Company Group; provided, however, that nothing contained in this Section 2(b) precludes the Participant from providing truthful testimony in any legal proceeding, or making any truthful statement (i) to any governmental agency in accordance with Section 2(d) hereof; (ii) as required or permitted by applicable law or regulation or (iii) as required by court order or other legal process.
(c)Intellectual Property.
(i)If the Participant has created, invented, designed, developed, contributed to or improved any works of authorship, inventions, intellectual property, materials, documents or other work product (including without limitation, research, reports, software, databases, systems, applications, presentations, textual works, content, or audiovisual materials) (“Works”), either alone or with third parties, prior to the commencement of the Employment Term, that are relevant to or implicated by such employment (“Prior Works”), the Participant hereby grants the Company a perpetual, non-exclusive, royalty-free, worldwide, assignable, sublicensable license under all rights and intellectual property rights (including rights under patent, industrial property, copyright, trademark, trade secret, unfair competition and related laws) therein for all purposes in connection with the Company Group’s current and future business.
(ii)If the Participant creates, invents, designs, develops, contributes to or improves any Works, either alone or with third parties, at any time during the Employment Term and within the scope of such employment and with the use of any Company Group resources (“Company Works”), the Participant agrees to promptly and fully disclose such Company Works to the Company and hereby irrevocably assigns, transfers and conveys, to the maximum extent permitted by applicable law, all rights and intellectual property rights therein (including rights under patent, industrial property, copyright, trademark, trade secret, unfair competition and related laws) to the Company to the extent ownership of any such rights does not vest originally in the Company.
(iii)The Participant agrees to take all reasonably requested actions and execute all reasonably requested documents (including any licenses or assignments required by a government contract) at the Company’s expense (but without further remuneration) to assist the Company in validating, maintaining, protecting, enforcing, perfecting, recording, patenting or registering any of the Company’s rights in the Prior Works and Company Works. If the Company is unable for any other reason, after reasonable attempt, to secure the Participant’s signature on any document for this purpose, then the Participant hereby irrevocably designates and appoints the Company and its duly authorized officers and agents as the Participant’s agent and attorney in fact, to act for and on the Participant’s behalf and stead to execute any documents and to do all other lawfully permitted acts required in connection with the foregoing.
(iv)The Participant agrees not to improperly use for the benefit of, bring to any premises of, divulge, disclose, communicate, reveal, transfer or provide access to, or share with any member of the Company Group any confidential, proprietary or non-public information or intellectual property relating to a former employer or other third party without the prior written permission of such third party. The Participant agrees to comply with all relevant policies and guidelines of the Company Group that are, from time to time, previously disclosed to the Participant, including regarding the protection of Confidential Information and intellectual property and potential conflicts of interest. The Participant acknowledges that any member of the Company Group may amend any such policies and guidelines from time to time, and that the Participant remains at all times bound by their most current version from time to time previously disclosed to the Participant.

Appendix A - 5

(d)Protected Rights. Nothing contained in this Agreement limits (i) the Participant’s ability to disclose any information to governmental agencies or commissions as may be required by law, or (ii) the Participant’s right to communicate, cooperate or file a complaint with any U.S. federal, state or local governmental or law enforcement branch, agency or entity (collectively, a “Governmental Entity”) with respect to possible violations of any U.S. federal, state or local law or regulation, or otherwise make disclosures to any Governmental Entity, in each case, that are protected under the whistleblower provisions of any such law or regulation, provided that in each case such communications and disclosures are consistent with applicable law, or (iii) the Participant’s right to receive an award from a Governmental Entity for information provided under any whistleblower program, without notice to the Company. This Agreement does not limit the Participant’s right to seek and obtain a whistleblower award for providing information relating to a possible securities law violation to the Securities and Exchange Commission. The Participant shall not be held criminally or civilly liable under any U.S. federal or state trade secret law for the disclosure of a trade secret that is made (i) in confidence to a U.S. federal, state, or local government official or to an attorney solely for the purpose of reporting or investigating a suspected violation of law, or (ii) in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. If the Participant files a lawsuit for retaliation by an employer for reporting a suspected violation of law the Participant may disclose the trade secret to the attorney of the Participant and use the trade secret information in the court proceeding, if the Participant files any document containing the trade secret under seal, and does not disclose the trade secret, except pursuant to court order. The Participant is not required to give prior notice to (or get prior authorization from) the Company regarding any such communication or disclosure. Except as otherwise provided in this paragraph or under applicable law, under no circumstance is the Participant authorized to disclose any information covered by the Company’s or any other member of the Company Group’s attorney-client privilege or attorney work product or the Company’s or any other member of the Company Group’s trade secrets without the prior written consent of the Company.
(e)Injunctive Relief; Other Remedies for Breach. The Participant acknowledges and agrees that a violation of any of the terms of this Appendix A will cause the Company irreparable injury for which adequate remedy at law is not available. Accordingly, it is agreed that the Company may seek an injunction, restraining order or other equitable relief to prevent breaches of the provisions of this Appendix A and to enforce specifically the terms and provisions hereof in any court of competent jurisdiction in the United States or any state thereof, in addition to any other remedy to which it may be entitled at law or equity. Additionally, in the event the Participant breaches the terms of this Appendix A, the Participant shall be deemed to have engaged in Detrimental Activity (as defined in the Plan) and the provisions set forth in Section 15(w) of the Plan shall apply.
The provisions of Section 2 hereof will survive the termination of the Participant’s employment for any reason.
3.Exceptions/Modifications for Certain U.S. States and Territories. The provisions of this Appendix A may be supplemented and/or modified by the terms set forth in the State Restrictive Covenant Annex attached hereto as Appendix B, depending on the state or other jurisdiction in which the Participant primarily resides and/or provides services.


Appendix B - 1

APPENDIX B
State Restrictive Covenant Annex
Set forth below are additional terms and conditions which supplement and/or modify one or more sections of Appendix A to the Restricted Stock Unit Agreement (the “Agreement”), depending on the state or other jurisdiction in which the Participant primarily resides and/or primarily provides services, as required by applicable law. Capitalized terms used but not defined herein shall have the meanings set forth in the Agreement or Appendix A to which this State Restrictive Covenant Annex is attached.
CALIFORNIA
If the Participant is primarily a resident of, or primarily provides services in, California on (i) the Date of Grant or (ii) the Termination Date:
(a)Sections 1(a)(i) and 1(a)(ii) of Appendix A shall not apply after the Termination Date,
(b)During the portion of the Restricted Period which follows the Termination Date, Section 1(a)(iv) of Appendix A shall be amended to delete the words “or hire any employee who was employed by the Company Group as of the Termination Date”,
(c)The following sentence shall be added to Section 2(d) of Appendix A:
“Nothing in this agreement prevents you from discussing or disclosing information about unlawful acts in the workplace, such as harassment or discrimination or any other conduct that you have reason to believe is unlawful.”
(d)The following sentence shall be added as Section 2(c)(v) of Appendix A:
“Notwithstanding any other provision of Appendix A to the contrary, this Section 2(c) of Appendix A is subject to the provisions of California Labor Code Sections 2870, 2871 and 2872. In accordance with Section 2870 of the California Labor Code, the Participant’s obligation to assign to the Company Group the Participant’s right, title and interest throughout the world in and to all Works does not apply to any Works the Participant developed entirely on the Participant’s own time without using the Company Group’s equipment, supplies, facilities, or Confidential Information except for such Works that relate to either (i) the business of the Company Group at the time of conception or reduction to practice of the Works, or actual or demonstrably anticipated research or development of the Company Group or (ii) result from any work performed by the Participant for the Company Group. A copy of California Labor Code Sections 2870, 2871 and 2872 is attached to the State Restrictive Covenant Annex as Exhibit 1. The Participant agrees to disclose all Works to the Company Group, even if the Participant does not believe that the Participant is required under Section 2(c) of Appendix A, or pursuant to California Labor Code Section 2870, to assign the Participant’s interest in such Works to the Company Group or its nominee.”
(e)To the extent the Participant is a party to any other agreement or arrangement with the Company Group which contains restrictive covenants still in effect which conflict with the terms of this California supplement, such restrictive covenants shall to that extent be superseded and replaced by the terms stated herein.
(f)Notwithstanding anything in the Agreement to the contrary, Appendix A shall be governed by California law, without regard to principles of conflicts of law.

Appendix B - 2

COLORADO
If the Participant is primarily a resident of, or primarily provides services in, Colorado on (i) the Date of Grant or (ii) the Termination Date:
(a)Sections 1(a)(i) and 1(a)(iv) of Appendix A shall not apply after the Termination Date unless the Participant earns, as of the Date of Grant and the date on which enforcement is sought, an amount of annualized cash compensation equivalent or greater than $76,254.75 (which is the threshold amount for 2025 and represents 60% of Colorado’s “threshold amount for highly compensated workers,” which is subject to annual adjustments pursuant to Colorado law); and
(b)Section 1(a)(ii) of Appendix A shall not apply after the Termination Date unless the Participant earns, as of the Date of Grant and the date on which enforcement is sought, an amount of annualized cash compensation equivalent to or greater than $127,091.25 (which is the threshold amount for 2025 and represents 100% of Colorado’s “threshold amount for highly compensated workers,” which is subject to annual adjustments pursuant to Colorado law).
The Participant acknowledges that the Participant was provided a separate notice of the terms of the above-referenced restrictions at least 14 days before the earlier of (1) the effective date of the Restrictive Covenants or (2) the Date of Grant.
DISTRICT OF COLUMBIA
If the Participant is a “covered employee,” as defined by the District of Columbia’s Ban on Non-Compete Agreements Amendment Act of 2020 (as amended):
(a)Section 1(a)(ii) of Appendix A shall not apply after the Termination Date; and
(b)During the Employment Term, Section 1(a)(ii) of Appendix A shall apply only to the extent permitted by District of Columbia law.
A “covered employee” is an individual who performs work for pay in the District of Columbia for an employer and who is not a “highly compensated employee,” and (i) spends (or, for new hires, is reasonably anticipated to spend) more than 50% of his or her work time for the employer working in the District of Columbia, or (ii) whose employment for the employer is or will be based in the District of Columbia and the employee regularly spends (or, for new hires, is reasonably anticipated to spend) a substantial amount of his or her work time for the employer in the District of Columbia and no more than 50% of his or her work time for such employer in another jurisdiction. The term “covered employee” does not include partners in a partnership.
A “highly compensated employee” is an employee who earns or is reasonably expected to earn from his or her employer compensation greater than or equal to $158,363 in a consecutive 12-month period (which is the threshold amount for 2025 and will be adjusted annually for inflation based on adjustments to the Consumer Price Index for All Urban Consumers, in the Washington Metropolitan Statistical Area, as published by the Bureau of Labor Statistics Urban Consumers, in the Washington Metropolitan Statistical Area, as published by the Bureau of Labor Statistics of the US Department of Labor).
If the Participant is a “highly compensated employee”:
(a)As applied to Section 1(a)(ii) of Appendix A, the Restricted Period shall not exceed 365 days from the Termination Date; and
(b)The Participant is provided with the following notice, at least 14 days prior to the execution of the Agreement:
The District of Columbia’s Ban on Non-Compete Agreements Amendment Act of 2020 limits the use of non-compete agreements. It allows employers to request non-compete agreements from highly compensated employees, as that term is defined in the Ban on Non-Compete Agreements Amendment Act of 2020, under certain conditions. The Company has determined that you are a highly compensated employee. For more information about the Ban on Non-Compete Agreements Amendment Act of 2020, contact the District of Columbia Department of Employment Services (DOES).
FLORIDA
If the Participant is primarily a resident of, or primarily provides services in, Florida on (i) the Date of Grant or (ii) the Termination Date, notwithstanding anything in the Agreement to the contrary, Appendix A shall be governed by Florida law, without regard to principles of conflicts of law.

Appendix B - 3

GEORGIA
If the Participant is primarily a resident of, or primarily provides services in, Georgia on (i) the Date of Grant or (ii) the Termination Date, Section 1(a)(ii) of Appendix A shall not apply after the Termination Date unless the Participant (1) customarily and regularly solicits customers or prospective customers for his or her employer; (2) customarily and regularly engages in making sales or obtaining orders or contracts for products or services to be performed by others; (3) has the authority to hire or fire other employees or particular weight is given to the Participant’s suggestions and recommendations as to the hiring, firing, advancement, promotion, or any other change of status of other employees; or (4) performs the duties of a “key employee” or professional.
A “key employee” is someone with “a high level of notoriety, fame, reputation, or public persona as the employer’s representative or spokesperson or has gained a high level of influence or credibility with the employer’s customers, vendors, or other business relationships or is intimately involved in the planning for or direction of the business of the employer or a defined unit of the business of the employer. Such term also means an employee in possession of selective or specialized skills, learning, or abilities or customer contacts or customer information who has obtained such skills, learning, abilities, contacts, or information by reason of having worked for the employer.”
IDAHO
If the Participant is primarily a resident of, or primarily provides services in, Idaho on (i) the Date of Grant or (ii) the Termination Date:
(a)Section 1(a)(ii) of Appendix A shall not apply after the Termination Date unless the Participant is a “key employee” or “key independent contractor”; and
(b)Section 1(a)(ii) of Appendix A shall be limited after the Termination Date to direct competition.
A “key employee” and “key independent contractor” is someone who, by reason of the employer’s investment of time, money, trust, exposure to the public, or exposure to technologies, intellectual property, business plans, business processes and methods of operation, customers, vendors or other business relationships during the course of employment, have gained a high level of inside knowledge, influence, credibility, notoriety, fame, reputation or public persona as a representative or spokesperson of the employer and, as a result, have the ability to harm or threaten an employer’s legitimate business interests.
ILLINOIS
If the Participant is primarily a resident of, or primarily provides services in, Illinois on (i) the Date of Grant or (ii) the Termination Date:
(a)Sections 1(a)(i) and 1(a)(iv) of Appendix A shall not apply after the Termination Date unless the Participant’s actual or expected annual rate of “earnings” (as defined by Illinois law) exceeds $45,000 per year (which is the threshold amount through the end of 2026, after which this amount will increase in $2,500 increments in each of 2027, 2032, and 2037, with $52,500 as the minimum threshold amount in 2037); and
(b)Section 1(a)(ii) of Appendix A shall not apply after the Termination Date unless the Participant’s actual or expected annual rate of “earnings” (as defined by Illinois law) exceeds $75,000 per year (which is the threshold amount through the end of 2026, after which this amount will increase in $5,000 increments in each of 2027, 2032, and 2037, with $90,000 as the minimum threshold amount in 2037).
The Participant acknowledges that he or she was provided a copy of Appendix A and this Appendix B at least 14 calendar days before the commencement of the Participant’s services or was given a period of at least 14 calendar days to review Appendix A and this Appendix B before accepting the Award.

Appendix B - 4

LOUISIANA
If the Participant is primarily a resident of, or primarily provides services in, Louisiana on (i) the Date of Grant or (ii) the Termination Date, then Sections 1(a)(i) and 1(a)(ii) of Appendix A shall not apply for more than two years after the Termination Date.
Within the State of Louisiana, Sections 1(a)(i) and 1(a)(ii) of Appendix A shall apply in, and the definition of “Restricted Area” shall apply to, the following parishes municipalities, or parts thereof, so long as the Company Group continues to carry on business therein, and outside of Louisiana shall not be limited except as provided in Appendix A:
•Acadia Parish, Allen Parish, Ascension Parish, Assumption Parish, Avoyelles Parish, Beauregard Parish, Bienville Parish, Bossier Parish, Caddo Parish, Calcasieu Parish, Caldwell Parish, Cameron Parish, Catahoula Parish, Claiborne Parish, Concordia Parish, DeSoto Parish, East Baton Rouge Parish, East Carroll Parish, East Feliciana Parish, Evangeline Parish, Franklin Parish, Grant Parish, Iberia Parish, Iberville Parish, Jackson Parish, Jefferson Parish, Jefferson Davis Parish, Lafayette Parish, Lafourche Parish, LaSalle Parish, Lincoln Parish, Livingston Parish, Madison Parish, Morehouse Parish, Natchitoches Parish, Orleans Parish, Ouachita Parish, Plaquemines Parish, Pointe Coupee Parish, Rapides Parish, Red River Parish, Richland Parish, Sabine Parish, St. Bernard Parish, St. Charles Parish, St. Helena Parish, St. James Parish, St. John the Baptist Parish, St. Landry Parish, St. Martin Parish, St. Mary Parish, St. Tammany Parish, Tangipahoa Parish, Tensas Parish, Terrebonne Parish, Union Parish, Vermilion Parish, Vernon Parish, Washington Parish, Webster Parish, West Baton Rouge Parish, West Carroll Parish, West Feliciana Parish, and Winn Parish.
MAINE
If the Participant is primarily a resident of, or primarily provides services in, Maine on (i) the Date of Grant or (ii) the Termination Date:
(a)Section 1(a)(ii) of Appendix A shall not apply after the Termination Date unless the Participant earns wages equal to, or greater than, 400% of the federal poverty level; and
(b)The terms of Section 1(a)(ii) of Appendix A, with respect to the post-employment portion of the Restricted Period, shall not take effect until the later of (i) one year after the commencement of the Participant’s employment or (ii) 6 months after the Participant executes the Agreement.
MARYLAND
If the Participant is primarily a resident of, or primarily provides services in, Maryland on (i) the Date of Grant or (ii) the Termination Date, Section 1(a)(ii) of Appendix A shall not apply after the Termination Date unless the Participant earns wages equal to, or greater than, 150% of the state minimum wage.

Appendix B - 5

MASSACHUSETTS
If the Participant is, and has been for at least 30 days immediately preceding the Termination Date, a resident of, or primarily providing services in, the Commonwealth of Massachusetts:
(a)Section 1(a)(ii) of Appendix A shall not apply after the Termination Date, if the Participant is Terminated without Cause (as modified by this Massachusetts supplement);
(b)With respect to Section 1(a)(ii) of Appendix A, the Restricted Period shall not exceed 12 months from the Termination Date, unless the Participant has breached his or her fiduciary duty to the Company Group or the Participant has unlawfully taken, physically or electronically, property belonging to the Company Group, in which case the Restricted Period may not exceed 2 years from the Termination Date;
(c)The Company Group, at its discretion, including based on a determination by the Company Group, in its discretion, that additional consideration is required by Massachusetts law to render Section 1(a)(ii) of Appendix A enforceable, may elect to enforce such covenant by making garden leave payments to the Participant during the post-termination portion of the Restricted Period (but for no more than 12 months following the Termination Date) at a rate of up to 50% of the highest annualized base salary or service fees, as applicable, paid to the Participant by the Company Group within the 2-year period preceding the Termination Date (“Garden Leave Payments”). Any Garden Leave Payments paid to the Participant pursuant to this Massachusetts supplement may be reduced based on consideration of the Fair Market Value of the incentive compensation provided pursuant to the Agreement and determined in good faith by the Company Group as of the Termination Date or by (or may reduce and not be in addition to) any severance or separation pay that the Participant is otherwise entitled to receive from any member of the Company Group pursuant to an agreement, plan, or otherwise;
(d)The Company Group, in its sole discretion, may elect at any time prior to the Termination Date, or on such later date to the extent permitted by applicable law, to waive the restrictions set forth in Section 1(a)(ii) of Appendix A, upon which such waiver shall automatically terminate the Company Group’s obligations to compensate the Participant under Section (c) of this Massachusetts supplement. In such event, the Participant shall have no further obligations under Section 1(a)(ii) of Appendix A. Such waiver shall be in writing, and shall have no effect on the Participant’s obligations under the remainder of Appendix A, which shall continue in full force and effect in all respects. The Participant acknowledges and agrees that nothing in this Section (d) gives the Participant an election as to compliance with Section 1(a)(ii) of Appendix A;
(e)For purposes of enforcement of Section 1(a)(ii) of Appendix A (and no other provision of the Agreement or the Plan), “Cause” shall include any good faith determination by the Company Group that the Participant has significantly underperformed in providing services to the Company Group or engaged in conduct or behavior that violates any policy of the Company Group or is detrimental to the Company or any member of the Company Group or its reputation;
(f)The Participant acknowledges and agrees that the benefits provided by the Agreement and the Garden Leave Payments (where applicable) constitute sufficient mutually agreed-upon consideration for Section 1(a)(ii) of Appendix A; and
(g)The Participant’s agreement to the non-competition covenant in Section 1(a)(ii) of Appendix A shall be effective upon the later of the Participant’s acceptance of the Award or the date that is 10 business days after the Participant was provided with notice of the non-competition agreement.
MINNESOTA
If the Participant is primarily a resident of, or primarily provides services in, Minnesota on (i) the Date of Grant or (ii) the Termination Date, Section 1(a)(ii) of Appendix A shall not apply during the post-employment portion of the Restricted Period.

Appendix B - 6

NEVADA
If the Participant is primarily a resident of, or primarily provides services in, Nevada on (i) the Date of Grant or (ii) the Termination Date:
(a) Section 1(a)(ii) of Appendix A shall not apply during the post-employment portion of the Restricted Period:
(i)in territories in which the Company Group has not established customer contracts or goodwill or undertaken concrete steps to establish operations; or
(ii)to prevent the Participant from providing services to a former customer or client of Company Group so long as (1) the Participant did not solicit the former customer or client, (2) the customer or client voluntarily left and sought the Participant’s services and (3) the Participant has otherwise complied with the provisions of Section 1(a)(ii) of Appendix A with respect to time, geographic area and scope of restrained activity.
(b)During the post-employment portion of the Restricted Period, if the Participant’s Termination was part of a reduction of force, reorganization or similar restructuring of the Company Group, Section 1(a)(ii) of Appendix A shall only apply during the period of time which the Company Group pays the Participant’s salary, benefits or equivalent compensation, including severance pay, if any.
NEW HAMPSHIRE
If the Participant is primarily a resident of, or primarily provides services in, New Hampshire on (i) the Date of Grant or (ii) the Termination Date, Section 1(a)(ii) of Appendix A shall not apply during the post-employment portion of the Restricted Period, if the Participant earns an hourly rate that is less than or equal to (i) 200% of the federal minimum wage or (ii) 200% of the tipped minimum wage pursuant to New Hampshire law.
NORTH DAKOTA
If the Participant is primarily a resident of, or primarily provides services in, North Dakota on (i) the Date of Grant or (ii) the Termination Date:
(a)Sections 1(a)(i) and 1(a)(ii) of Appendix A shall not apply during the post-employment portion of the Restricted Period; and
(b)Section 1(a)(iv) of Appendix A shall only apply during the post-employment portion of the Restricted Period to the extent permitted by applicable North Dakota law.

Appendix B - 7

OKLAHOMA
If the Participant is primarily a resident of, or primarily provides services in, Oklahoma on (i) the Date of Grant or (ii) the Termination Date:
(a)During the post-employment portion of the Restricted Period, Section 1(a)(i) of Appendix A shall be limited to restricting direct solicitation of established customers or clients of the Company Group; and
(b)Section 1(a)(ii) of Appendix A shall not apply during the post-employment portion of the Restricted Period.
OREGON
If the Participant is primarily a resident of, or primarily provides services in, Oregon on (i) the Date of Grant or (ii) the Termination Date:
(a) Section 1(a)(ii) of Appendix A shall not apply during the post-employment portion of the Restricted Period, unless:
(i)the Award was granted in connection with either (A) a written employment offer that provided, at least two (2) weeks’ notice before the first day of employment, that a non-competition agreement was required or (B) the Participant’s subsequent bona fide advancement; and
(ii)the Participant’s total annual compensation, including commissions, as of the Termination Date, exceeds $116,427 (which is the threshold amount for 2025 and subject to annual adjustments for inflation based on adjustments to the Consumer Price Index for All Urban Consumers, West Region (All Items), as published by the Bureau of Labor Statistics of the US Department of Labor), unless the Company Group provides the Participant compensation during the post-employment portion of the Restricted Period, in which Section 1(a)(ii) of Appendix A applies, in an amount equal to the greater of 50% of the Participant’s annual gross base salary and commissions as of the Termination Date or 50% of $116,427 (which is the threshold amount for 2025 and subject to annual adjustments pursuant to Oregon law as described in this provision) during the post-employment portion of the Restricted Period.
(b)The Company shall provide the Participant a signed copy of Appendix A within 30 days following the Termination Date.
(c)Section 1(a)(ii) of Appendix A shall not apply for more than 12 months after the Termination Date.
PUERTO RICO
If the Participant is primarily a resident of, or primarily provides services in, Puerto Rico on (i) the Date of Grant or (ii) the Termination Date, Section 1(a)(ii) of Appendix A shall not apply for more than one year after the Termination Date.
RHODE ISLAND
If the Participant is primarily a resident of, or primarily provides services in, Rhode Island on (i) the Date of Grant or (ii) the Termination Date, Section 1(a)(ii) of Appendix A shall not apply after the Termination Date, if the Participant’s average annual earnings (as defined by Rhode Island law) are less than, or equal to, 250% of the federal poverty level for individuals as established by the United States Department of Health and Human Services federal poverty guidelines.
SOUTH DAKOTA
If the Participant is primarily a resident of, or primarily provides services in, South Dakota on (i) the Date of Grant or (ii) the Termination Date, Sections 1(a)(i) and 1(a)(ii) of Appendix A shall not apply for more than two years after the Termination Date.

Appendix B - 8

UTAH
If the Participant is primarily a resident of, or primarily provides services in, Utah on (i) the Date of Grant or (ii) the Termination Date, Section 1(a)(ii) of Appendix A shall not apply for more than one year after the Termination Date.
VIRGINIA
If the Participant is primarily a resident of, or primarily provides services in, Virginia on (i) the Date of Grant or (ii) the Termination Date:
(a)Section 1(a)(ii) of Appendix A shall not apply during the post-employment period of the Restricted Period, if the Participant is considered a “low-wage employee”, which is defined as anyone earning, over a rolling 52-week period preceding the Termination Date, less than Virginia’s average weekly wage, which for the first quarter of 2025 was equivalent to $76,082 annually. A low-wage employee does not include an employee whose earnings are derived, in whole or in predominant part, from sales commissions, incentives, or bonuses; and
(b)Sections 1(a)(i) and 1(a)(ii) of Appendix A shall not prohibit the Participant from providing services to the Company Group’s customers or clients during the post-employment period of the Restricted Period, if the Participant does not initiate contact with or solicit such customer or client, to the extent required by Virginia law.

Appendix B - 9

WASHINGTON
If the Participant is primarily a resident of, or primarily provides services in, Washington on (i) the Date of Grant or (ii) the Termination Date:
(a)Unless the Participant’s annualized “earnings” (as defined by Washington law) from the Company Group exceed $123,394.17 per year (which is the threshold amount for 2025 and subject to annual adjustments pursuant to Washington law), (A) Section 1(a)(ii) of Appendix A shall not apply after the Termination Date and (B) Section 1(a)(i) of Appendix A shall only apply to current (rather than prospective) clients and customers;
(b)If the Participant’s Termination is a result of a layoff, should any member of the Company Group choose to enforce the provisions of Section 1(a)(ii) of Appendix A or Section 1(a)(i) Appendix A as to prospective clients or customers, then during the post-employment portion of the Restricted Period, the Company (or other member of the Company Group, as applicable) shall pay the Participant compensation equivalent to the Participant’s base salary as of the Termination Date, minus any severance or other compensation paid by the Company Group and any compensation the Participant earns through subsequent non-competitive employment during the post-termination portion of the Restricted Period; and
(c)Section 1(a)(ii) of Appendix A shall not apply for more than eighteen months after the Termination Date.
WISCONSIN
If the Participant is primarily a resident of, or primarily provides services in, Wisconsin on (i) the Date of Grant or (ii) the Termination Date:
(a)For the post-employment portion of the Restricted Period, Section 1(a)(i) of Appendix A shall be amended to delete the words “or prospective”;
(b)Section 1(a)(ii) of Appendix A shall not apply for more than one year after the Termination Date; and
(c)Section 2(a) of Appendix A shall remain in effect until three years following the Termination Date with respect to Confidential Information that is not a trade secret, and, with respect to trade secrets, for as long as the information is a trade secret.


Exhibit 1 to Appendix B
Exhibit 1 to State Restrictive Covenant Annex (Appendix B)
California Labor Code Sections 2870, 2871 and 2872
SECTION 2870
(a)    Any provision in an employment agreement which provides that an employee shall assign, or offer to assign, any of his or her rights in an invention to his or her employer shall not apply to an invention that the employee developed entirely on his or her own time without using the employer’s equipment, supplies, facilities, or trade secret information except for those inventions that either:
(1)    Relate at the time of conception or reduction to practice of the invention to the employer’s business, or actual or demonstrably anticipated research or development of the employer; or
(2)    Result from any work performed by the employee for the employer.
(b)    To the extent a provision in an employment agreement purports to require an employee to assign an invention otherwise excluded from being required to be assigned under subdivision (a), the provision is against the public policy of this state and is unenforceable.

SECTION 2871
No employer shall require a provision made void and unenforceable by Section 2870 as a condition of employment or continued employment. Nothing in this article shall be construed to forbid or restrict the right of an employer to provide in contracts of employment for disclosure, provided that any such disclosures be received in confidence, of all of the employee’s inventions made solely or jointly with others during the term of his or her employment, a review process by the employer to determine such issues as may arise, and for full title to certain patents and inventions to be in the United States, as required by contracts between the employer and the United States or any of its agencies.

SECTION 2872
If an employment agreement entered into after January 1, 1980 contains a provision requiring the employee to assign or offer to assign any of his or her rights in any invention to his or her employer, the employer must also, at the time the agreement is made, provide a written notification to the employee that the agreement does not apply to an invention which qualifies fully under the provisions of Section 2870. In any suit or action arising thereunder, the burden of proof shall be on the employee claiming the benefits of its provisions.
* * *

Exhibit 2 to Appendix B

Exhibit 2 to State Restrictive Covenant Annex (Appendix B)
NOTICE TO COLORADO PARTICIPANTS
The Restricted Stock Unit Agreement offered by Hilton Worldwide Holdings Inc. (the “Company”) to you, dated February 27, 2025, contains non-competition covenants in Sections 1(a)(i) and 1(a)(ii) of the Restrictive Covenant Agreement attached as Appendix A thereto (including Appendix B thereto), which could restrict your options for subsequent employment following the date of your termination of employment with the Company Group. You acknowledge and agree that your acceptance of this Award shall be not effective until the date which is fourteen (14) days after you were provided with this notice of the non-competition covenants provided in your Agreement.
Acknowledged via signed email and returned to the Company.

Appendix C - 1
APPENDIX C
HILTON 2017 OMNIBUS INCENTIVE PLAN
RESTRICTED STOCK UNIT AGREEMENT
TERMS AND CONDITIONS FOR NON-U.S. PARTICIPANTS
Capitalized terms used but not otherwise defined herein will have the meaning given to such terms in the Plan and the Restricted Stock Unit Agreement. For the avoidance of doubt, all provisions of the Restricted Stock Unit Agreement and the Award Notice apply to Non-U.S. Participants except to the extent supplemented or modified by this Appendix C or Appendix D.
1.Responsibility for Taxes. This provision supplements Section 3 of the Restricted Stock Unit Agreement:
(a)The Participant acknowledges that, regardless of any action taken by the Company or, if different, the Participant’s employer (the “Employer”), the ultimate liability for all income tax, social insurance, payroll tax, fringe benefits tax, estate tax, payment on account or other tax-related items related to the Participant’s participation in the Plan and legally applicable or deemed legally applicable to the Participant (“Tax-Related Items”) is and remains the Participant’s responsibility (or the Participant’s estate or heirs in respect of estate tax) and may exceed the amount, if any, actually withheld by the Company or the Employer. The Participant further acknowledges that the Company and/or the Employer (1) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the RSUs, including, but not limited to, the grant, vesting or settlement of the RSUs, the subsequent sale of Shares acquired pursuant to such settlement and the receipt of any dividends and/or any dividend equivalents; and (2) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the RSUs to reduce or eliminate the Participant’s liability for Tax-Related Items or achieve any particular tax result. Further, if the Participant is subject to Tax-Related Items in more than one jurisdiction, the Participant acknowledges that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction.
(b)In connection with any relevant taxable or tax withholding event, as applicable, the Participant agrees to make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all Tax-Related Items. In this regard, the Participant authorizes the Company and/or the Employer, or their respective agents, at their discretion, to satisfy any applicable withholding obligations with regard to all Tax-Related Items by one or a combination of the following:
(i)withholding from the Participant’s wages, salary, or other cash compensation payable to the Participant by the Company, the Employer, or any other member of the Company Group;

Appendix C - 2
(ii)withholding from any cash payment made in settlement of the RSUs or dividend equivalents;
(iii)withholding from proceeds of the sale of Shares either through a voluntary sale or through a mandatory sale arranged by the Company (on the Participant’s behalf pursuant to this authorization without further consent);
(iv)withholding in Shares; or
(v)any other method of withholding determined by the Company, to the extent permitted under the Plan and applicable laws;
provided, however, that if the Participant is subject to Section 16 of the Exchange Act, then the Company will withhold in Shares upon the relevant taxable or tax withholding event, as applicable, unless the use of such withholding method is problematic under applicable law or has materially adverse accounting consequences, in which case, the obligation for Tax-Related Items may be satisfied by one or a combination of methods (i), (ii), (iii) and (v) above.
(c)The Company may withhold or account for Tax-Related Items by considering statutory withholding amounts or other applicable withholding rates, including maximum rates applicable in the Participant’s jurisdiction(s). In the event of over-withholding, the Participant may receive a refund of any over-withheld amount in cash (with no entitlement to the equivalent in Common Stock) from the Company or the Employer; otherwise, the Participant may be able to seek a refund from the local tax authorities. In the event of under-withholding, the Participant may be required to pay any additional Tax-Related Items directly to the applicable tax authority or to the Company and/or the Employer. If the withholding obligation for Tax-Related Items is satisfied by withholding in Shares, for tax purposes, the Participant is deemed to have been issued the full number of Shares subject to the vested RSUs, notwithstanding that a number of the Shares is held back solely for the purpose of paying the Tax-Related Items.
(d)Finally, the Participant agrees to pay to the Company or the Employer any amount of Tax-Related Items that the Company or the Employer may be required to withhold or account for as a result of the Participant’s participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to issue or deliver the Shares or the proceeds of the sale of Shares or to make any cash payment upon settlement of the RSUs if the Participant fails to comply with the Participant’s obligations in connection with the Tax-Related Items.
(e)Notwithstanding anything to the contrary in the Plan or in Section 3 of the Restricted Stock Unit Agreement, if the Company is required by applicable law to use a particular definition of fair market value for purposes of calculating the taxable income for the Participant, the Company will have the discretion to calculate the Shares to be withheld to cover any Withholding Taxes by using either the price used to calculate the taxable income under applicable law or by using the closing price per Share on the New York Stock Exchange (or

Appendix C - 3
other principal exchange on which the Shares then trade) on the trading day immediately prior to the date of delivery of the Shares.
(f)The Participant acknowledges that U.S. estate tax may be assessed if at the time of the Participant’s death, the Participant holds Shares. For individual U.S. citizen taxpayers and for non-U.S. citizen taxpayers who are domiciled in the U.S., no U.S. estate tax is due on estate whose value does not exceed a certain threshold. However, U.S. estate tax law requires that, for the estates of non-U.S. citizens who reside outside the U.S. or who live in the U.S. but are not domiciled in the U.S., a U.S. estate tax return must be filed if the gross estate exceeds a certain threshold (currently US$ 60,000) and U.S. estate tax must be paid on that excess amount. If an estate tax treaty applies, the tax consequences may differ, but the Participant’s estate or heirs may need to file an estate tax return to claim the benefits of an applicable estate tax treaty. Due to the complexity of these laws, the Participant should consult with a personal tax or financial advisor.
2.Nature of Grant. This provision supplements Sections 3 and 11 of the Restricted Stock Unit Agreement:
By accepting the grant of the RSUs, the Participant acknowledges, understands and agrees that:
(a)the RSU grant and the Participant’s participation in the Plan does not create a right to employment and shall not be interpreted as forming or amending an employment contract with the Company;
(b)the RSUs and the Shares subject to the RSUs, and the income from and value of same are not intended to replace any pension rights or compensation;
(c)unless otherwise agreed with the Company, the RSUs and the Shares and the income from and value of same, are not granted as consideration for, or in connection with, the service the Participant may provide as a director of a Subsidiary;
(d)for purposes of the RSUs, the Termination Date will be the date the Participant is no longer actively providing services to a member of the Company Group (regardless of the reason for such termination and whether or not later to be found invalid or in breach of applicable laws in the jurisdiction where the Participant is employed or the terms of the Participant’s employment agreement, if any), and such date will not be extended by any notice period (e.g., the Participant’s period of service would not include any contractual notice period or any period of “garden leave” or similar period mandated under applicable laws in the jurisdiction where the Participant is employed or the terms of the Participant’s employment agreement, if any); the Committee shall have exclusive discretion to determine when the Participant is no longer actively providing services for purposes of the RSUs (including whether the Participant may still be considered to be providing services while on a leave of absence);
(e)unless otherwise provided in the Plan or by the Company in its discretion, the RSUs and the benefits evidenced by this Agreement do not create any entitlement to have the

Appendix C - 4
RSUs or any such benefits transferred to, or assumed by, another company nor be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the Common Stock; and
(f)neither the Company nor any other member of the Company Group will be liable for any foreign exchange rate fluctuation between the Participant’s local currency and the United States Dollar that may affect the value of the RSUs or of any amounts due to the Participant pursuant to the settlement of the RSUs or the subsequent sale of any Shares acquired upon settlement.
3.Foreign Asset/Account Reporting; Exchange Controls. The Participant’s country may have certain foreign asset and/or account reporting requirements and/or exchange controls that may affect the Participant’s ability to acquire or hold Shares under the Plan or cash received from participating in the Plan (including from any dividends received or sale proceeds arising from the sale of Shares) in a brokerage or bank account outside the Participant’s country. The Participant may be required to report such accounts, assets or transactions to the tax or other authorities in the Participant’s country. The Participant also may be required to repatriate sale proceeds or other cash received as a result of the Participant’s participation in the Plan to the Participant’s country through a designated bank or broker and/or within a certain time after receipt. The Participant acknowledges that it is the Participant’s responsibility to be compliant with such regulations, and the Participant is advised to consult the Participant’s personal legal advisor for any details.
4.Termination of Employment. This provision supplements Section 2(c) of the Restricted Stock Unit Agreement:
Notwithstanding any provision of the Agreement, if the Company receives a legal opinion that there has been a legal judgment and/or legal development in the Participant’s jurisdiction that likely would result in the favorable treatment that applies to the RSUs when the Participant terminates employment as a result of the Participant’s Retirement being deemed unlawful and/or discriminatory, the provisions of Section 2(c) regarding the treatment of the RSUs when the Participant terminates employment as a result of the Participant’s Retirement will not be applicable to the Participant and the remaining provisions of Section 2 will govern.
5.Compliance with Law. Notwithstanding any provision of the Plan or this Agreement, unless there is an exemption from any registration, qualification or other legal requirement applicable to the Shares, the Company shall not be required to deliver any Shares issuable upon settlement of the RSUs prior to the completion of any registration or qualification of the Shares under any U.S. or non-U.S. federal, state or local securities or exchange control law or under rulings or regulations of the U.S. Securities and Exchange Commission (“SEC”) or any other governmental regulatory body, or prior to obtaining any approval or other clearance from any U.S. or non-U.S. federal, state or local governmental agency, which registration, qualification or approval the Company shall, in its absolute discretion, deem necessary or advisable. The Participant understands that the Company is under no obligation to register or qualify the Shares with the SEC or any state or non-U.S. securities commission or to seek approval or clearance from any governmental authority for the issuance or sale of the Shares. Further, the Participant agrees that the Company shall have unilateral authority to amend the Agreement without the Participant’s consent, to the extent necessary to comply with securities or other laws applicable to the issuance of Shares.

Appendix C - 5
6.Language. By accepting the Agreement, the Participant acknowledges and represents that the Participant is sufficiently proficient in the English language, or has consulted with an advisor who is sufficiently proficient in English, so as to allow the Participant to understand the terms of the Agreement and any other documents related to the Plan. If the Participant has received a copy of this Agreement (or the Plan or any other document related hereto or thereto) translated into a language other than English, such translated copy is qualified in its entirety by reference to the English version of the Plan, and in the event of any conflict the English version will govern, unless otherwise required by applicable law.

Appendix D - 1

APPENDIX D
HILTON 2017 OMNIBUS INCENTIVE PLAN
RESTRICTED STOCK UNIT AGREEMENT
COUNTRY-SPECIFIC TERMS AND CONDITIONS
Capitalized terms used but not otherwise defined herein have the meaning given to such terms in the Plan, the Restricted Stock Unit Agreement and the Terms and Conditions for Non-U.S. Participants.
Terms and Conditions
This Appendix D includes additional terms and conditions that govern the RSUs if the Participant resides and/or works in one of the countries listed below. If the Participant is a citizen or resident of a country (or is considered as such for local law purposes) other than the one in which the Participant is currently residing and/or working or if the Participant moves to another country after receiving the grant of the RSUs, the Company will, in its discretion, determine the extent to which the terms and conditions herein will be applicable to the Participant.
Notifications
This Appendix D also includes information regarding exchange controls and certain other issues of which the Participant should be aware with respect to the Participant’s participation in the Plan. The information is based on the securities, exchange control and other laws in effect in the respective countries as of February 2025. Such laws are often complex and change frequently. As a result, the Company strongly recommends that the Participant not rely on the information in this Appendix D as the only source of information relating to the consequences of the Participant’s participation in the Plan because the information may be out of date at the time that the RSUs vest or the Participant sells Shares acquired under the Plan.
In addition, the information contained herein is general in nature and may not apply to the Participant’s particular situation and the Company is not in a position to assure the Participant of a particular result. Accordingly, the Participant should seek appropriate professional advice as to how the relevant laws in the Participant’s country may apply to the Participant’s situation.
If the Participant is a citizen or resident of a country other than the one in which the Participant is currently residing and/or working (or if the Participant is considered as such for local law purposes) or if the Participant moves to another country after receiving the grant of the RSUs, the information contained herein may not be applicable to the Participant in the same manner.


Appendix D - 2

DATA PRIVACY PROVISIONS FOR PARTICIPANTS
IN ALL COUNTRIES OUTSIDE THE U.S.
Data Privacy Notice for Participants in the European Union / European Economic Area / Switzerland / United Kingdom (“EEA+”)
Pursuant to applicable data protection laws, the Participant is hereby notified that the Company collects, processes, uses and transfers certain personally-identifiable information about the Participant for the exclusive purpose of granting RSUs and implementing, administering and managing the Participant’s participation in the Plan. Specifics of the data processing are described below.
Controller and Representative in the United Kingdom and European Union. Unless stated otherwise below, the Company is the controller responsible for the processing of the Participant’s Personal Data (as defined below) in connection with the Plan.
The Company’s representative in the United Kingdom is:
Hilton UK Hotels Ltd.
Hilton Legal Department
Maple Court, Central Park, Reeds Crescent
Watford, Hertfordshire WD24 4QQ
United Kingdom
Via email: DataProtectionOffice@hilton.com
The Company’s representative in the European Union is:
Hilton International Nederland BV
Amsterdam Hilton
Apollolaan 138
1077 BG
Amsterdam
Netherlands
Via email: DataProtectionOffice@hilton.com
Purposes and Legal Bases of Processing. The Company processes the Personal Data (as defined below) for the purpose of performing its contractual obligations under the Restricted Stock Unit Agreement, granting RSUs, implementing, administering and managing the Participant’s participation in the Plan and facilitating compliance with applicable law. The legal basis for the processing of the Personal Data (as defined below) by the Company and the third-party service providers described below is the necessity of the data processing for the Company to perform its contractual obligations under the Restricted Stock Unit Agreement and for the Company’s legitimate business interests of managing the Plan and generally administering the RSUs.

Appendix D - 3

Personal Data Subject to Processing. The Company collects, processes and uses the following types of personal data about the Participant: The Participant’s name, home address, email address, date of birth, social insurance, passport number or other identification number, any shares of stock or directorships held in the Company, details of all RSUs or any other entitlement to Shares awarded, canceled, settled, vested, unvested or outstanding in the Participant’s favor, which the Company receives from the Participant or the Employer (“Personal Data”).
Stock Plan Administration Service Providers. The Company transfers Personal Data to Fidelity Stock Plan Services and certain of its affiliated companies (collectively, “Fidelity”), an independent stock plan administrator with operations, relevant to the Company, in the United States, which assists the Company with the implementation, administration and management of the Plan. In the future, the Company may select different service providers and may share Personal Data with such service providers. The Company’s stock plan administrators will open an account for the Participant to receive and trade Shares. The Participant will be asked to agree on separate terms and data processing practices with the service provider, which is a condition of the Participant’s ability to participate in the Plan. Personal Data will only be accessible by those individuals requiring access to it for purposes of implementing, administering and operating the Participant’s participation in the Plan. The Participant understands that the Participant may request a list with the names and addresses of any potential recipients of Personal Data by contacting Hilton’s Data Protection Officer as follows:
Hilton Office of the Data Protection Officer
7930 Jones Branch Drive
McLean, VA 22102 USA
Via email: DataProtectionOffice@hilton.com
Other Recipients. The Company may further transfer Personal Data to other third party service providers, if necessary to ensure compliance with applicable laws, exercise or defense of legal rights, and archiving, back-up and deletion processes. Such third party service providers may include the Company’s outside legal counsel as well as the Company’s auditor. Wherever possible, the Company will anonymize data, but the Participant understands that his or her Personal Data may need to be transferred to such providers to ensure compliance with applicable law and/or tax requirements.
International Data Transfers. The Company and its service providers, including, without limitation, Fidelity, operate, relevant to the Company, in the United States, which means that it will be necessary for Personal Data to be transferred to, and processed in, the United States. The Participant understands and acknowledges that the United States is not subject to an unlimited adequacy finding by the European Commission and that Personal Data may not have an equivalent level of protection as compared to the Participant’s country of residence. The legal basis for the transfer of the Personal Data to the Company and the third-party service providers described above is the necessity of the data transfer for the Company to perform its contractual obligations under the Agreement.

Appendix D - 4

Data Retention. The Company will use the Personal Data only as long as necessary to implement, administer and manage the Participant’s participation in the Plan, or as required to comply with applicable laws, exercise or defense of legal rights, and archiving, back-up and deletion processes. This means that Personal Data may be retained even after the Termination Date.
Data Subject Rights. To the extent provided by law, the Participant has the right to: (i) request access to and obtain a copy of the Personal Data; (ii) request rectification (or correction) of Personal Data that is inaccurate; (iii) request erasure (or deletion) of Personal Data that is no longer necessary to fulfill the purposes for which it was collected, or does not need to be retained by the Company for other legitimate purposes; (iv) restrict or object to the processing of the Personal Data; and (v) if applicable, request that Personal Data be ported (transferred) to another company.
Subject to the applicable data protection laws, application of the above rights may vary depending on the type of data involved, and the Company’s particular basis for processing the Personal Data.
To receive clarification or make a request to exercise one of the above rights, the Participant can contact Hilton’s Data Protection Officer as follows:
Hilton Office of the Data Protection Officer
7930 Jones Branch Drive
McLean, VA 22102 USA
Via email: DataProtectionOffice@hilton.com
Contractual Requirement. The Participant’s provision of Personal Data, its processing and transfer as described above is a contractual requirement and a condition to the Participant’s ability to participate in the Plan. The Participant understands that, as a consequence of the Participant’s refusing to provide Personal Data, the Company may not be able to allow the Participant to participate in the Plan, grant RSUs to the Participant or administer or maintain such RSUs. However, the Participant’s participation in the Plan and his or her acceptance of this Restricted Stock Unit Agreement are purely voluntary. While the Participant will not receive RSUs if he or she decides against participating in the Plan or providing Personal Data as described above, the Participant’s career and salary will not be affected in any way. For more information on the consequences of the refusal to provide Personal Data, the Participant may contact Hilton’s Legal Privacy Office as follows:
Hilton Legal Privacy Office
7930 Jones Branch Drive
McLean, VA 22102, USA
Via email: Privacy@hilton.com
How to Contact Us. For copies of additional privacy documents mentioned in this Agreement, or if the Participant has privacy concerns or questions related to this Agreement,

Appendix D - 5

the Participant may contact the Company at Hilton Legal Privacy Office, 7930 Jones Branch Drive, McLean, VA 22102, USA.
Data Privacy Consent for Participants outside the EEA+ and the U.S.
(f)The Participant acknowledges and agrees to the collection, use and transfer, in electronic or other form, of the Participant’s personal data as described in the Agreement and any other RSU grant materials by and among, as applicable, the Company and the Employer, for the exclusive purpose of implementing, administering and managing the Participant’s participation in the Plan. The Participant understands that the Company and the Employer may hold certain personal information about the Participant, including, but not limited to, the Participant’s name, home address, e-mail address, and telephone number, work location and phone number, date of birth, social insurance number, passport or other identification number, salary, nationality, job title, hire date, any shares of stock or directorships held in the Company, details of all awards or any other entitlement to shares awarded, cancelled, exercised, vested, unvested or outstanding in the Participant’s favor, for the purpose of implementing, administering and managing the Participant’s participation in the Plan (“Data”).
(g)The Participant understands that Data will be transferred to Fidelity Stock Plan Services and certain of its affiliated companies (“Fidelity”) which is assisting the Company in the implementation, administration and management of the Plan (or any other third party service provider which may assist the Company in the future), that these recipients may be located in the Participant’s country or elsewhere, and that the recipient’s country may have different data privacy laws and protections than the Participant’s country. The Participant understands that the Participant may request a list with the names and addresses of any potential recipients of the Data by contacting the Participant’s local human resources representative. The Participant authorizes the recipients to receive, possess, use, retain and transfer the Data, in electronic or other form, for the purposes of implementing, administering and managing the Participant’s participation in the Plan. The Participant understands that Data will be held only as long as is necessary to implement, administer and manage the Participant’s participation in the Plan. The Participant understands that the Participant may, at any time, view Data, request additional information about the storage and processing of Data, require any necessary amendments to Data or refuse or withdraw the consents herein, in any case without cost, by contacting in writing the Participant’s local human resources representative.
The Participant understands that the Participant is providing the consents herein on a purely voluntary basis. If the Participant does not consent, or if the Participant later seeks to revoke the Participant’s consent, the Participant’s employment status or service with the Employer will not be affected; the only consequence of the Participant’s refusing or withdrawing the Participant’s consent is that the Company would not be able to grant RSUs or other equity awards to the Participant or administer or maintain such awards. Therefore, the Participant understands that refusing or withdrawing the Participant’s consent may affect the Participant’s ability to participate in the Plan. For more information on the consequences of

Appendix D - 6

the Participant’s refusal to consent or withdrawal of consent, the Participant understands that the Participant may contact the Participant’s local human resources representative.
Finally, the Participant understands that the Company may rely on a different basis for the processing or transfer of Data in the future and/or request that the Participant provide another data privacy consent. If applicable, the Participant agrees that upon request of the Company or the Employer, the Participant will provide an executed acknowledgement or data privacy consent form (or any other agreements or consents) that the Company and/or the Employer may deem necessary to obtain from the Participant for the purpose of administering the Participant’s participation in the Plan in compliance with the data privacy laws in the Participant’s country, either now or in the future. The Participant understands and agrees that the Participant will not be able to participate in the Plan if the Participant fails to provide any such consent or agreement requested by the Company and/or the Employer.
GENERAL
Terms and Conditions
Settlement of RSUs. If, prior to settlement of the RSUs, the Participant transfers employment and/or residence from a country in which RSUs are settled in cash pursuant to the terms and conditions set forth in this Appendix D to a country in which RSUs are settled in Shares, the RSUs shall continue to be settled in cash, unless otherwise determined by the Company, in its discretion. If, prior to settlement of the RSUs, the Participant transfers employment and/or residence from a country in which RSUs are settled in Shares to a country in which RSUs are settled in cash pursuant to the terms and conditions set forth in this Appendix D, the RSUs shall continue to be settled in Shares, unless otherwise determined by the Company, in its discretion. In the event a non-U.S. Participant’s employment with the Company Group terminates as a result of such Participant’s Retirement after the date that is six (6) months after the Date of Grant and the Participant’s employment and/or residence is not in the U.S. and in a country in which RSUs are settled in cash pursuant to the terms and conditions set forth in this Appendix D, the Company reserves the right to adjust the vesting schedule set forth in the Award Notice and/or settlement of all unvested RSUs.
AUSTRALIA
Notifications
Securities Law Information. The offer of the Plan in Australia is being made pursuant to Division 1A, Part 7.12 of the Australian Corporations Act 2001 (Cth).
Australian Tax Treatment. The Plan is subject to which Subdivision 83A-C of the Income Tax Assessment Act 1997 (Cth) applies (subject to the conditions in that Act).

Appendix D - 7

CHINA
Terms and Conditions
Cash Settlement. Notwithstanding any provision in the Restricted Stock Unit Agreement and the Terms and Conditions for Non-U.S. Participants to the contrary, the Company retains the discretion to settle any vested RSUs and dividend equivalents by payment in cash or its equivalent of an amount equal in value to the Shares subject to such RSUs and dividend equivalents (using the closing price per Share on the New York Stock Exchange (or other principal exchange on which the Shares then trade) on the trading day immediately prior to the date of settlement). If the Company exercises this discretion, any references to the issuance of Shares in any documents related to RSUs shall not be applicable.
The following provisions apply if the Company does not exercise its discretion to settle the RSUs and dividend equivalents in cash and if the Participant is subject to the exchange control restrictions and regulations in China, including the requirements imposed by the State Administration of Foreign Exchange (“SAFE”), as determined by the Company in its sole discretion:
SAFE Approval Requirement. Notwithstanding any provision in the Agreement, the RSUs shall not vest and Shares will not be issued until all necessary exchange control and other approvals from SAFE or its local counterpart have been received by the Company or one of the members of the Company Group in China under applicable exchange control rules with respect to the Plan and the RSUs granted thereunder. Further, the Company is under no obligation to vest the RSUs and/or issue Shares if the Company’s SAFE approval becomes invalid or ceases to be in effect by the time the Participant vests in the RSUs.
Termination of Employment. Notwithstanding Section 2(c) of the Restricted Stock Unit Agreement, if the Participant’s employment terminates as a result of the Participant’s Retirement after the date that is six months after the Date of Grant, any unvested RSUs will continue to vest for a period of (90) days after the Termination Date. Any RSUs that are unvested as of the end of the 90-day period will be forfeited. Further, any Shares held by the Participant at the time of termination of employment must be sold by the Participant within ninety (90) days after the Termination Date. If not sold by the Participant within such timeframe, the Company will force the sale of the Shares as described in the Restriction on Sale of Shares section below.
Restriction on Sale of Shares. Due to local regulatory requirements, the Company reserves the right to force the sale of any Shares issued upon settlement of the RSUs. The sale may occur (i) immediately upon issuance, (ii) following the Participant’s termination of employment, (iii) following the Participant’s transfer of employment to the Company, or a member of the Company Group outside of China, or (iv) within any other timeframe as the Company determines to be necessary or advisable to comply with local regulatory requirements. The Participant is required to maintain any Shares acquired under the Plan in an account at a broker designated by the Company (“Designated Account”) and any Shares deposited into the

Appendix D - 8

Designated Account cannot be transferred out of the Designated Account unless and until they are sold.
In order to facilitate the foregoing, the Company is authorized to instruct its designated broker to assist with the sale of the Shares (on the Participant’s behalf pursuant to this authorization without further consent) and the Participant expressly authorizes the Company’s designated broker to complete the sale of such Shares. The Participant acknowledges that the Company’s designated broker is under no obligation to arrange for the sale of the Shares at any particular price. Upon the sale of the Shares, the Company will pay to the Participant the cash proceeds from the sale, less any brokerage fees or commissions and subject to any obligation to satisfy Tax-Related Items. If the Shares acquired under the Plan are sold, the repatriation requirements described below shall apply.
Employees transferring from outside of China to a member of the Company Group in China and employees transferring from a member of the Company Group in China to the Company or a member of the Company Group outside of China may become or remain subject to the requirements set forth in this Appendix D, as determined by the Company in its sole discretion.
Dividend Reinvestment. In the event that the Company, in its discretion, declares payment of any cash dividends on Common Stock, the Participant acknowledges and agrees that the Company and/or the designated broker may use such cash dividends to automatically purchase additional Shares to be issued into the Participant’s brokerage account. Any additional Shares acquired pursuant to the preceding sentence are subject to the same exchange control requirements as other Shares the Participant may hold. Any cash dividends not used to purchase Shares or pay associated costs (e.g., broker fees) will be immediately repatriated to China pursuant to the procedures set by the Company in compliance with SAFE requirements.
Exchange Control Requirements.  Pursuant to exchange control requirements in China, the Participant will be required to immediately repatriate to China any cash proceeds from the sale of the Shares acquired under the Plan or the receipt of any dividends paid on such Shares (unless immediately reinvested, as described above). The Participant understands that, under applicable laws, such repatriation of the cash proceeds may need to be effectuated through a special exchange control account established by the Company or a member of the Company Group in China, and the Participant hereby consents and agrees that any proceeds from the sale of Shares or the receipt of dividends may be transferred to such special account prior to being delivered to the Participant. The Participant also understands that the Company will deliver the proceeds to the Participant as soon as possible, but that there may be delays in distributing the funds to the Participant due to exchange control requirements. The Participant understands that the proceeds may be paid to the Participant in U.S. dollars or in local currency, at the Company’s discretion. If the proceeds are paid in U.S. dollars, the Participant will be required to set up a U.S. dollar bank account in China so that the proceeds may be deposited into this account. If the proceeds are paid in local currency, the Company is under no obligation to secure any particular

Appendix D - 9

exchange conversion rate and the Company may face delays in converting the proceeds to local currency due to exchange control restrictions.
Finally, the Participant agrees to comply with any other requirements that may be imposed by the Company in the future in order to facilitate compliance with exchange control requirements in China.
INDIA
Terms and Conditions
Cash Settlement. Notwithstanding any provision in the Restricted Stock Unit Agreement and the Terms and Conditions for Non-U.S. Participants to the contrary, the Company retains the discretion to settle any vested RSUs and dividend equivalents by payment in cash or its equivalent of an amount equal in value to the Shares subject to such RSUs and dividend equivalents (using the closing price per Share on the New York Stock Exchange (or other principal exchange on which the Shares then trade) on the trading day immediately prior to the date of settlement). If the Company exercises this discretion, any references to the issuance of Shares in any documents related to RSUs shall not be applicable.
Notifications
The following provisions apply if the Company does not exercise its discretion to settle the RSUs and dividend equivalents in cash.
Exchange Control Information. The Participant understands that the Participant must repatriate any proceeds from the sale of Shares acquired under the Plan to India within such period of time as prescribed under applicable Indian exchange control laws, as may be amended from time to time. The Participant will receive a foreign inward remittance certificate (“FIRC”) from the bank where the Participant deposits the foreign currency. The Participant should maintain the FIRC as evidence of the repatriation of funds in the event the Reserve Bank of India or the Employer requests proof of repatriation. It is the Participant’s responsibility to comply with applicable exchange control laws in India. The Participant also agrees to provide any information that may be required by the Company or the Employer to make any applicable filings under exchange control laws in India.
Foreign Asset/Account Reporting Information. The Participant is required to declare any foreign bank accounts for which the Participant has signing authority in the Participant’s annual tax return. It is the Participant’s responsibility to comply with applicable tax laws in India. The Participant should consult with the Participant’s personal tax advisor to ensure that the Participant is properly reporting the Participant’s foreign assets and bank accounts.


Appendix D - 10

SINGAPORE
Terms and Conditions
Restriction on Sale of Shares. The RSUs are subject to section 257 of the Singapore Securities and Futures Act (Chapter 289, 2006 Ed.) (“SFA”) and the Participant should not make any subsequent sale in Singapore, or any offer of such subsequent sale of the Shares underlying the RSUs, unless such sale or offer in Singapore is made (1) after 6 months of the grant of the RSUs to the Participant; or (2) pursuant to the exemptions under Part XIII Division (1) Subdivision (4) (other than section 280) of the SFA.
Notifications
Securities Law Information. The offer of the Plan, the grant of the RSUs, and the value of underlying Shares at vesting are being made pursuant to the “Qualifying Person” exemption under section 273(1)(f) of the SFA. The Plan has not been lodged or registered as a prospectus with the Monetary Authority of Singapore.
Director Notification Obligation. Directors, associate directors or shadow directors of a Singapore member of the Company Group are subject to certain notification requirements under the Singapore Companies Act. Among these requirements is an obligation to notify such entity in writing within two business days of any of the following events: (i) the acquisition or disposal of an interest (e.g., RSUs granted under the Plan or Shares) in the Company or any member of the Company Group, (ii) any change in previously-disclosed interests, of (iii) becoming a director, associate director or shadow director of a member of the Company Group in Singapore, if the individual holds such an interest at that time.
SPAIN
Terms and Conditions
Cash Settlement. Notwithstanding any provision in the Restricted Stock Unit Agreement and the Terms and Conditions for Non-U.S. Participants to the contrary, any vested RSUs and dividend equivalents shall be settled by payment in cash or its equivalent of an amount equal in value to the Shares subject to such RSUs and dividend equivalents (using the closing price per Share on the New York Stock Exchange (or other principal exchange on which the Shares then trade) on the trading day immediately prior to the date of settlement). Any references to the issuance of Shares in any documents related to RSUs shall not be applicable. Notwithstanding the foregoing, the Company reserves the right to settle RSUs and/or dividend equivalents in Shares, in its discretion.
No Entitlement for Claims or Compensation. This provision supplements Section 11 of the Restricted Stock Unit Agreement and Section 2 of the Terms and Conditions for Non-U.S. Participants:

Appendix D - 11

By accepting the RSUs, the Participant consents to participation in the Plan and acknowledges that the Participant has received a copy of the Plan document.
The Participant understands that the Company has unilaterally, gratuitously and in its sole discretion decided to make grants of RSUs under the Plan to individuals who may be employees of the Company or other members of the Company Group throughout the world. The decision is limited and entered into based upon the express assumption and condition that (i) any RSUs will not economically or otherwise bind the Company or any other member of the Company Group, including the Employer, on an ongoing basis, other than as expressly set forth in the Agreement, (ii) the RSUs shall not become part of any employment contract (whether with the Company or any other member of the Company Group, including the Employer) and shall not be considered a mandatory benefit, salary for any purpose (including severance compensation) or any other right whatsoever; and (iii) unless otherwise expressly set forth in the Agreement, any unvested RSUs will be forfeited upon the Participant’s termination of employment for any reason, as detailed below. Furthermore, the Participant understands and freely accepts that there is no guarantee that any benefit whatsoever shall arise from the grant of the RSUs, which is gratuitous and discretionary, since the future value of the RSUs is unknown and unpredictable.
The Participant understands and agrees that, unless otherwise expressly set forth in the Agreement, the Participant’s termination of employment for any reason (including for the reasons listed below) will automatically result in the cancellation and loss of any RSUs that may have been granted to the Participant and that were not fully vested on the date of termination of employment. In particular, the Participant understands and agrees that, unless otherwise expressly set forth in the Agreement, the RSUs will be cancelled without entitlement to the cash proceeds or to any amount as indemnification if the Participant terminates employment by reason of, including, but not limited to: resignation, death, disability, retirement, disciplinary dismissal adjudged to be with cause, disciplinary dismissal adjudged or recognized to be without cause, individual or collective layoff on objective grounds, whether adjudged to be with cause or adjudged or recognized to be without cause, material modification of the terms of employment under Article 41 of the Workers’ Statute, relocation under Article 40 of the Workers’ Statute, Article 50 of the Workers’ Statute, unilateral withdrawal by the Employer, and under Article 10.3 of Royal Decree 1382/1985.
The Participant also understands that the grant of RSUs would not be made but for the assumptions and conditions set forth hereinabove; thus, the Participant understands, acknowledges and freely accepts that, should any or all of the assumptions be mistaken or any of the conditions not be met for any reason, the grant of the RSUs shall be null and void.
Notifications
Securities Law Information. The RSUs do not qualify under Spanish regulations as securities. No “offer of securities to the public”, as defined under Spanish law, has taken place or will take place in the Spanish territory. The Agreement (including Appendix C and this Appendix D) has not been nor will it be registered with the Comisión Nacional del Mercado de Valores, and does not constitute a public offering prospectus.

Appendix D - 12

Foreign Asset/Account Reporting Information. The Participant may be subject to certain tax reporting requirements with respect to rights or assets (including cash in a bank or brokerage account) held outside of Spain with an aggregate value exceeding a certain threshold (currently €50,000 per type of asset or right) as of December 31 each year. Unvested awards (e.g., RSUs) are not considered assets or rights for purposes of this reporting requirement. If applicable, the Participant must report the assets on Form 720 by no later than March 31 following the end of the relevant year. After the assets and/or rights are initially reported, the reporting obligation will apply only if the value of previously-reported assets or rights increases by more than a certain threshold (currently €20,000) as of each subsequent December 31. The Participant should consult with the Participant’s personal advisor to determine the Participant’s obligations in this respect.
Exchange Control Information. The Participant may be required to electronically declare to the Bank of Spain any foreign accounts (including brokerage accounts held abroad), any foreign instruments and any transactions with non-Spanish residents (including any payments of cash made to the Participant by the Company into a U.S. brokerage account) if the balances in such accounts together with the value of such instruments as of December 31, or the volume of transactions with non-Spanish residents during the prior or current year, exceed a certain threshold (currently €1,000,000). Once this threshold has been surpassed in either respect, the Participant will generally be required to report all of the Participant’s foreign accounts, foreign instruments and transactions with non-Spanish residents, even if the relevant threshold has not been crossed for an individual item. The Participant will generally only be required to report on an annual basis.
UNITED ARAB EMIRATES
Notifications
Securities Law Information. Participation in the Plan is being offered only to Eligible Persons and is in the nature of providing equity incentives to Eligible Persons. Any documents related to participation in the Plan, including the Plan, the Agreement and any other grant documents (“RSU Documents”), are intended for distribution only to such Eligible Persons and must not be delivered to, or relied on by, any other person. The United Arab Emirates securities or financial/economic authorities have no responsibility for reviewing or verifying any RSU Documents and have not approved the RSU Documents nor taken steps to verify the information set out in them, and thus, are not responsible for their content.
The securities to which this statement relates may be illiquid and/or subject to restrictions on their resale. Prospective purchasers of the securities offered should conduct their own due diligence on the securities. The Participant is aware that he or she should, as a prospective stockholder, conduct his or her own due diligence on the securities. The Participant acknowledges that if he or she does not understand the contents of the RSU Documents, the Participant should consult an authorized financial advisor.

Appendix D - 13

UNITED KINGDOM
Terms and Conditions
Share Settlement. Notwithstanding any provision in the Restricted Stock Unit Agreement and the Terms and Conditions for Non-U.S. Participants to the contrary, any vested RSUs shall be settled in Shares only (and shall not be settled in cash).
Responsibility for Taxes. This provision supplements Section 3 of the Restricted Stock Unit Agreement and Section 1 of the Terms and Conditions for Non-U.S. Participants:
Without limitation to Section 3 of the Restricted Stock Unit Agreement or Section 1 of the Terms and Conditions for Non-U.S. Participants, the Participant agrees that the Participant is liable for all Tax-Related Items and hereby covenants to pay all such Tax-Related Items as and when requested by the Company or the Employer or by HM Revenue and Customs (“HMRC”) (or any other tax authority or any other relevant authority). The Participant also agrees to indemnify and keep indemnified the Company and the Employer against any Tax-Related Items that they are required to pay or withhold or have paid or will pay to HMRC (or any other tax authority or any other relevant authority) on the Participant's behalf.
Notwithstanding the foregoing, if the Participant is a director or executive officer (within the meaning of Section 13(k) of the Exchange Act), the Participant understands that he or she may not be able to indemnify the Company for the amount of any Tax-Related Items not collected from or paid by the Participant, in case the indemnification could be considered to be a loan. In this case, the Tax-Related Items not collected or paid may constitute a benefit to the Participant on which additional income tax and National Insurance contributions (“NICs”) may be payable. The Participant understands that he or she will be responsible for reporting and paying any income tax due on this additional benefit directly to HMRC under the self-assessment regime and for paying to the Company and/or the Employer (as appropriate) the amount of any NICs due on this additional benefit, which may also be obtained from the Participant by any of the means referred to in Section 3 of the Restricted Stock Unit Agreement or Section 1 of the Terms and Conditions for Non-U.S. Participants.



AWARD NOTICE
AND
NONQUALIFIED STOCK OPTION AGREEMENT
HILTON 2017 OMNIBUS INCENTIVE PLAN
The Participant has been granted stock options with the terms set forth in this Award Notice, and subject to the terms and conditions of the Plan and the Nonqualified Stock Option Agreement (including the terms and conditions set forth in the appendices and exhibits attached thereto, the “Agreement”) to which this Award Notice is attached. Capitalized terms used and not defined in this Award Notice will have the meanings set forth in the Agreement and the Plan.
Participant NameNumber of Shares Subject to OptionExercise PriceVesting ScheduleDate of Grant
#ParticipantName#
#QuantityGranted# Shares
$#GrantPrice#33.33% vests on March 3 of 2026, 2027 and 2028 (each, a “vesting date”)#GrantDate#

Vesting Schedule:
Vesting of the Option as specified in the chart above is subject to the Participant’s continued employment with a member of the Company Group through the applicable vesting date. If the number of Shares is not evenly divisible by three (3), then no fractional Share will vest and the installments will be as equal as possible with the smaller installment(s) vesting in year one and two, the remainder will vest in year three.
Each such right of purchase will be cumulative and will continue, unless sooner exercised or terminated as herein provided, during the remaining period of the Option Period.


NONQUALIFIED STOCK OPTION AGREEMENT
HILTON 2017 OMNIBUS INCENTIVE PLAN
This Nonqualified Stock Option Agreement, effective as of the Date of Grant (as defined below), is between Hilton Worldwide Holdings Inc., a Delaware corporation (the “Company”), and the individual listed in the Award Notice as the “Participant”. Capitalized terms have the meaning set forth in Section 25, or, if not otherwise defined herein, in the Hilton 2017 Omnibus Incentive Plan (as it may be amended, the “Plan”).
1.Grant of Options.
(a)Effective as of the Date of Grant, the Company irrevocably grants to the Participant the right and option (the “Option”) to purchase all or any part of the Shares, subject to, and in accordance with, the terms, conditions and restrictions in the Plan, the Award Notice, and this Agreement.
(b)The Option is not intended to qualify as an Incentive Stock Option within the meaning of Section 422 of the Code.
(c)This Agreement will be construed in accordance and consistent with, and subject to, the terms of the Plan (the provisions of which are incorporated herein by reference). In the event of any conflict between one or more of this Agreement, the Award Notice and the Plan, the Plan will govern this Agreement and the Award Notice, and the Agreement (to the extent not in conflict with the Plan) will govern the Award Notice.
2.Exercise Price. The price at which the Participant will be entitled to purchase the Shares upon the exercise of the Option will be the Exercise Price per Share, subject to adjustment as provided in Section 8.
3.Exercisability of Option. The Option will become vested and exercisable in accordance with the schedule set forth on the Award Notice. For the avoidance of doubt, the Participant is not entitled to pro-rata vesting of the Option if the Participant is employed for only a portion of the vesting period, but no longer employed on the respective vesting date.
4.Duration of Option. The Option will be exercisable to the extent and in the manner provided herein for a period of ten (10) years from the Date of Grant (the “Option Period”); provided, however, that the Option may be earlier terminated as provided in Section 6 hereof.
5.Manner of Exercise and Payment.
(a)Subject to the terms and conditions of this Agreement and the Plan, the Option may be exercised by delivery of written or electronic notice to the Company in the manner prescribed in Section 7(d) of the Plan and as otherwise set forth by the Committee from time to time. Such notice will set forth the number of Shares in respect of which the Option is being exercised and will be signed by the person or persons exercising the Option. In the event


the Company has designated an Award Administrator (as defined below), the Option may also be exercised by giving notice (including through electronic means) in accordance with the procedures established from time to time by the Award Administrator. Upon exercise of the Option, the Participant also must pay any amount necessary to satisfy applicable U.S. and non-U.S. federal, state or local tax or other withholding requirements or rights, if any (“Withholding Taxes”) in accordance with Section 15(d) of the Plan. Any exercisable portion of the Option or the entire Option, if then wholly exercisable, may be exercised in whole or in part, provided that partial exercise will be for whole shares of Common Stock only.
(b)In accordance with Section 7(d) of the Plan, the Exercise Price and applicable Withholding Taxes may be paid by any of the following methods, or a combination thereof:
(i)cash, check, and/or cash equivalent;
(ii)to the extent permitted by the Committee, with shares of Common Stock valued at the Fair Market Value at the time the Option is exercised (including, pursuant to procedures approved by the Committee, by means of attestation of ownership of a sufficient number of shares of Common Stock in lieu of actual issuance of such shares to the Company); provided, that such shares of Common Stock are not subject to any pledge or other security interest and have been held by the Participant for any period of time as established from time to time by the Committee in order to avoid adverse accounting treatment applying U.S. generally accepted accounting principles (“GAAP”);
(iii)by means of a broker-assisted “cashless exercise” pursuant to which the Company is delivered (including telephonically to the extent permitted by the Committee) a copy of irrevocable instructions to a stockbroker to sell the shares of Common Stock otherwise issuable upon the exercise of the Option and to deliver promptly to the Company an amount sufficient to cover the Exercise Price and any Withholding Taxes; or
(iv)a “net exercise” procedure effected by withholding a number of shares of Common Stock otherwise issuable in respect of an Option that is sufficient to pay the Exercise Price and any Withholding Taxes.
(c)Upon receipt of the notice of exercise and any payment or other documentation as may be necessary pursuant to Sections 5(a) and 5(b) relating to the Shares in respect of which the Option is being exercised, the Company will, subject to the Plan and this Agreement, take such action as may be necessary to effect the transfer to the Participant of the number of Shares as to which such exercise was effective.
(d)If, on the originally scheduled expiration date of the Option, the Option is vested and exercisable immediately prior to such expiration and the Fair Market Value of the Shares exceeds the Exercise Price of the Option, then any portion of the Option which has not previously been exercised shall automatically be “net exercised” (as described in Section 5(b) (iv) as of such date (the “Automatic Exercise Date”) without any further action by the Participant
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to whom the Option was granted (or the Person(s) to whom the Option may have been transferred by will or by the laws of descent and distribution in accordance with Section 15(b) of the Plan), but only if no suspension of the automatic option exercise program described under this Section 5(d) is then in effect. The aggregate Exercise Price for any Option exercised under this Section 5(d) and any applicable Withholding Taxes will be paid by the Company retaining from the total number of Shares, as to which the Option is being exercised, a number of Shares having an aggregate Fair Market Value as of the Automatic Exercise Date equal to the amount of such aggregate Exercise Price plus the applicable Withholding Taxes. Consistent with Section 4 of the Plan, the Committee shall have the sole authority to limit or modify the applicability of this Section 5(d) to Participants who are employed, residing and/or subject to the laws of a jurisdiction outside of the United States. Since the responsibility for exercising the Option rests with the Participant, and because the exercise procedure described in this Section 5(d) is provided only as a convenience to the Participant, neither the Committee, the Company nor any of its directors, officers, employees or agents shall incur any liability to any Participant if the Option expires unexercised because an exercise pursuant to this Section 5(d) fails to occur for any reason.
(e)The Participant will not be deemed to be the holder of, or to have any of the rights and privileges of a stockholder of the Company (including the right to vote or receive dividends) in respect of, Shares purchased upon exercise of the Option until (i) the Option has been exercised pursuant to the terms of this Agreement and the Participant has paid the full purchase price for the number of Shares in respect of which the Option was exercised and any applicable Withholding Taxes and (ii) the Company has issued the Shares in connection with such exercise.
6.Termination of Employment.
(a)Subject to Section 6(c) or Section 6(d) below, in the event that the Participant’s employment with the Company Group terminates for any reason, any unvested portion of the Option will be forfeited and all of the Participant’s rights under this Agreement will terminate as of the effective date of Termination (the “Termination Date”) (unless otherwise provided for by the Committee in accordance with the Plan).
(b)If the Participant’s employment is terminated by the Company Group for Cause or by the Participant when grounds existed for Cause at the time thereof, the vested and unvested portions of the Option will terminate as of the Termination Date.
(c)The Option will become immediately vested and exercisable as of the Termination Date as to all of the Shares subject to the Option if the Participant’s employment with the Company Group is terminated:
(i)by the Company Group due to or during the Participant’s Disability or due to the Participant’s death; or
(ii)by the Company Group without Cause if such termination of the Participant’s employment occurs within twelve (12) months following a Change in
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Control (for the avoidance of doubt, a Change in Control alone will not result in any vesting hereunder).
(d)In the event the Participant’s employment with the Company Group terminates as a result of the Participant’s Retirement after the date that is six (6) months after the Date of Grant, the Option will continue to vest and become exercisable, following the Termination Date, in accordance with the schedule set forth in the Award Notice so long as no Restrictive Covenant Violation occurs, as determined by the Committee, or its designee, in its sole discretion, prior to the applicable vesting date. As a pre-condition to the Participant’s right to continued vesting following Retirement, the Committee, or its designee, may require the Participant to certify in writing prior to each applicable vesting date that no Restrictive Covenant Violation has occurred. In the event of the Participant’s death following Retirement, any unvested portion of the Option will become immediately vested and exercisable as of the date of death.
(e)In the event (i) the Participant’s employment with the Company Group is terminated by the Company due to death or Disability, each outstanding vested Option will remain exercisable for one (1) year thereafter (but in no event beyond the Option Period), (ii) the Participant’s employment is terminated due to a Retirement each outstanding vested Option (whether such Option becomes vested before, on, or after the Termination Date) will remain exercisable for five (5) years after the Termination Date (but in no event beyond the Option Period), (iii) the Participant’s death following Retirement, each outstanding vested Option will remain exercisable for one (1) year following date of death (but in no event beyond the Option Period) and (iv) the Participant’s employment with the Company Group is terminated for any other reason (subject to Section 6(b)), each outstanding vested Option will remain exercisable for ninety (90) days thereafter (but in no event beyond the Option Period); provided that, in each case, the Option Period will expire immediately upon the occurrence of a Restrictive Covenant Violation.
(f)The Participant’s rights with respect to the Option will not be affected by any change in the nature of the Participant’s employment so long as the Participant continues to be an employee of the Company Group. Whether (and the circumstances under which) the Participant’s employment has terminated and the determination of the Termination Date for the purposes of this Agreement will be determined by the Committee (or, with respect to any Participant who is not a director or Officer, its designee, whose good faith determination will be final, binding and conclusive; provided, that such designee may not make any such determination with respect to the designee’s own employment for purposes of the Option).
7.Repayment of Proceeds; Clawback Policy. The Option and all proceeds related to the Option are subject to the clawback and repayment terms set forth in Sections 15(v) and 15(w) of the Plan and the Company’s Clawback Policy, as amended from time to time, to the extent the Participant is a director or Officer. In addition, if a Restrictive Covenant Violation occurs or the Company discovers after a Termination that grounds existed for Cause at the time thereof, then the Participant will be required, in addition to any other remedy available (on a non-exclusive basis), to pay to the Company, within ten (10) business days of the Company’s request
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to the Participant therefor, an amount equal to the excess, if any, of (a) the aggregate after-tax proceeds (taking into account all amounts of tax that would be recoverable upon a claim of loss for payment of such proceeds in the year of repayment) the Participant received upon the sale or other disposition of, or distributions in respect of, the Options and any Shares acquired in respect thereof over (b) the aggregate Cost (if any) of such Shares. For purposes of this Agreement, “Cost” means, in respect of any Share, the amount paid by the Participant for the Share (excluding, for the avoidance of doubt, any Withholding Taxes), as proportionately adjusted for corporate transactions and other recapitalizations and less the amount of any dividends or distributions made with respect to the Share; provided that Cost may not be less than zero. Any reference in this Agreement to grounds existing for a Termination for Cause will be determined without regard to any notice period, cure period, or other procedural delay or event required prior to the finding of, or Termination for, Cause.
8.Adjustments Upon Change in Capitalization. The terms of this Agreement, including, without limitation, (a) the number of Shares subject to the Option and (b) the Exercise Price specified herein, will be subject to adjustment in accordance with Section 13 of the Plan.
9.Restrictive Covenants. The Participant acknowledges and recognizes the highly competitive nature of the businesses of the Company Group, that the Participant will be allowed access to confidential and proprietary information (including, but not limited to, trade secrets) about those businesses, as well as access to the prospective and actual customers, suppliers, investors, clients and partners involved in those businesses, and the goodwill associated with the Company Group. The Participant accordingly agrees to the provisions of Appendix A to this Agreement (the “Restrictive Covenants”). For the avoidance of doubt, the Restrictive Covenants contained in this Agreement are in addition to, and not in lieu of, any other restrictive covenants or similar covenants or agreements between the Participant and the Company Group.
10.Restrictions on Transfer. The Participant may not assign, sell or otherwise transfer the Option or the Participant’s right under the Option to receive Shares, other than in accordance with Section 15(b) of the Plan.
11.Option Subject to Plan. The Agreement and Option granted under this Agreement are subject to all terms and provisions of the Plan and all such terms and provisions are incorporated into this Agreement. By accepting the Option, the Participant acknowledges that the Participant has received and read the Plan and prospectus and agrees to be bound by the terms, conditions, and restrictions set forth in the Plan, this Agreement, and the Company’s policies, as in effect from time to time, relating to the Plan.
12.Governing Law; Venue. This Agreement will be governed by and construed in accordance with the laws of the State of Delaware applicable to contracts made and performed wholly within the State of Delaware, without giving effect to the conflict of laws provisions thereof. For purposes of litigating any dispute that arises under this Agreement, the parties consent to and submit to the exclusive and personal jurisdiction and venue of the State of New York or the State of Delaware, and each of the Participant, the Company, and any transferees who hold a portion of the Option pursuant to a valid assignment, hereby submits to the exclusive jurisdiction of such courts for the purpose of any such suit, action, proceeding, or judgment.
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13.No Additional Rights. By accepting this Agreement and the grant of the Option contemplated in this Agreement, the Participant expressly acknowledges that:
(a)the Plan is established voluntarily by the Company, it is discretionary in nature and may be modified, amended, suspended or terminated by the Company at any time to the extent permitted by the Plan;
(b)the grant of the Option is exceptional, voluntary and occasional and it does not create any contractual or other right to receive future grants of options, or benefits in lieu of options, even if options have been granted in the past;
(c)all determinations with respect to future option grants, if any, including the grant date, the number of Shares granted, the exercise price and the exercise date or dates, will be at the sole discretion of the Company;
(d)the Participant’s participation in the Plan is voluntary and not a condition of employment, and the Participant may decline to accept the Option without adverse consequences to the Participant’s continued employment relationship with the Company Group;
(e)neither the Plan nor this Agreement nor the Participant’s receipt of the Option hereunder will impose any obligation on the Company Group to continue the employment of the Participant and the Company Group may at any time terminate the employment of the Participant, free from any liability or claim under the Plan or this Agreement, except as otherwise expressly provided herein;
(f)the value of the Option is an extraordinary item that is outside the scope of the Participant’s employment contract, if any, and nothing can or must automatically be inferred from such employment contract or its consequences;
(g)Options and any Shares acquired under the Plan, and the income from and value of same, are not part of normal or expected compensation for any purpose and are not to be used for calculating any severance, resignation, termination, redundancy, dismissal, end of service payments, bonuses, long-service awards, holiday pay, pension or retirement benefits or welfare or similar payments, and the Participant waives any claim on such basis and, for the
6

avoidance of doubt, the Option will not constitute an “acquired right” under the applicable law of any jurisdiction;
(h)if the underlying Shares do not increase in value, the Option will have no value;
(i)if the Participant exercises the Option and acquires Shares, the value of such Shares may increase or decrease in value, even below the Exercise Price;
(j)the future value of the underlying Shares is unknown, indeterminable, and cannot be predicted with certainty; and
(k)the Participant will have no rights to compensation or damages related to Option proceeds in consequence of the Termination of the Participant’s employment for any reason whatsoever and whether or not in breach of contract, and/or the application of any clawback or recoupment policy of the Company or any recoupment, recovery, or clawback policy otherwise required by applicable laws.
14.Electronic Delivery and Acceptance. This Agreement may be executed electronically and in counterparts. The Company currently delivers documents related to the Plan by electronic means. The Participant hereby consents to receive such documents by electronic delivery and agrees to participate in the Plan through an on-line system established and maintained by the Company or a third party designated by the Company.
15.Imposition of Other Requirements. The Company reserves the right to impose other requirements on the Participant’s participation in the Plan, on the Option and on any Shares acquired under the Plan, to the extent the Company determines it is necessary or advisable for legal or administrative reasons, and to require the Participant to sign any additional agreements or undertakings that may be necessary to accomplish the foregoing.
16.No Advice Regarding Grant. The Participant acknowledges and agrees that the Company is not providing any tax, legal or financial advice, nor is the Company making any recommendations regarding the Participant’s participation in the Plan, or the Participant’s acquisition or sale of the underlying Shares. The Participant should consult with his or her own personal tax, legal and financial advisors regarding his or her participation in the Plan before taking any action related to the Plan.
17.Appendices For Non-U.S. Participants and Certain U.S. Participants. Notwithstanding any provisions in this Agreement to the contrary, Participants residing and/or working outside of the United States (“Non-U.S. Participants”) will be subject to the Terms and Conditions for Non-U.S. Participants attached as Appendix C and to the Country-Specific Terms and Conditions attached as Appendix D (to the extent applicable). Additionally, Participants residing and/or working in any of the states or territories of the United States identified in the State Restrictive Covenant Annex attached as Appendix B will be subject to the terms and conditions thereof. If the Participant relocates from the United States to another country, the Terms and Conditions for Non-U.S. Participants and the applicable Country-Specific Terms and
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Conditions will apply to the Participant, to the extent the Company determines that the application of such terms and conditions is necessary or advisable for legal or administrative reasons. Moreover, if the Participant relocates between any of the countries included in the Country-Specific Terms and Conditions, the additional terms and conditions for such country will apply to the Participant, to the extent the Company determines that the application of such terms and conditions is necessary or advisable for legal or administrative reasons.
18.Severability. Should any provision of this Agreement be held by a court of competent jurisdiction to be unenforceable or invalid for any reason, the remaining provisions of this Agreement will not be affected by such holding and will continue in full force in accordance with their terms.
19.Waiver. The Participant acknowledges that a waiver by the Company of the breach of any provision of this Agreement will not operate or be construed as a waiver of any other provision of this Agreement, or of any subsequent breach by the Participant or any other participant in the Plan.
20.Insider Trading Restrictions/Market Abuse Laws. The Participant may be subject to insider trading restrictions and/or market abuse laws in applicable jurisdictions, which may affect his or her ability to, directly or indirectly, accept, acquire, sell, or attempt to sell or otherwise dispose of Shares, rights to Shares (e.g., Options), or rights linked to the value of Shares during such times as the Participant is considered to have “inside information” regarding the Company (as defined by the laws and/or regulations in the applicable jurisdictions or the Participant’s country). Local insider trading laws and regulations may prohibit the cancellation or amendment of orders the Participant places before possessing the inside information. Furthermore, the Participant may be prohibited from (i) disclosing inside information to any third party, including fellow employees (other than on a “need to know” basis) and (ii) “tipping” third parties or causing them to otherwise buy or sell securities. Any restrictions under these laws or regulations are separate from and in addition to any restrictions that may be imposed under any applicable Company insider trading policy. The Participant is responsible for ensuring compliance with any applicable restrictions and should consult his or her personal legal advisor on this matter.
21.Successors in Interest. Any successor to the Company will have the benefits of the Company under, and be entitled to enforce, this Agreement. Likewise, the Participant’s legal representative will have the benefits of the Participant under, and be entitled to enforce, this Agreement. All obligations imposed upon the Participant and all rights granted to the Company under this Agreement will be final, binding and conclusive upon the Participant’s heirs, executors, administrators and successors.
22.Award Administrator. The Company may from time to time designate a third party (an “Award Administrator”) to assist the Company in the implementation, administration and management of the Plan and any Options granted thereunder, including by sending award notices on behalf of the Company to Participants, and by facilitating through electronic means acceptance of Agreement by Participants and Option exercises by Participants.
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23.Book Entry Delivery of Shares. Whenever reference in this Agreement is made to the issuance or delivery of certificates representing one or more Shares, the Company may elect to issue or deliver such Shares in book entry form in lieu of certificates.
24.Acceptance and Agreement by the Participant; Forfeiture upon Failure to Accept. The Participant’s rights under the Option will lapse ninety (90) days from the Date of Grant, and the Option will be forfeited on such date if the Participant will not have accepted this Agreement by such date. For the avoidance of doubt, the Participant’s failure to accept this Agreement will not affect the Participant’s continuing obligations under any other agreement between the Company and the Participant. The Participant is advised to consult with an attorney regarding this Agreement (including all of its appendices and exhibits) before accepting it.
25.Definitions. The following terms have the following meanings for purposes of this Agreement:
(a)“Agreement” means this Nonqualified Stock Option Agreement including (unless the context otherwise requires) the Award Notice, Appendix A, Appendix B (and the exhibits attached thereto), and the appendices for Non-U.S. Participants attached hereto as Appendix C and Appendix D.
(b)“Award Notice” means the notice to the Participant.
(c)“Exercise Price” means the “Exercise Price” listed in the Award Notice.
(d)“Date of Grant” means the “Date of Grant” listed in the Award Notice.
(e)“Officer” means “officer” as defined under Rule 16a-1(f) of the Exchange Act.
(f)“Participant” means the “Participant” listed in the Award Notice.

(g) “Restrictive Covenant Violation” means the Participant’s breach of the Restrictive Covenants or any other covenant regarding confidentiality, competitive activity, solicitation of the Company Group’s vendors, suppliers, customers, or employees, or any similar provision applicable to or agreed to by the Participant.
(h)“Retirement” means a termination of the Participant’s employment with the Company Group for any reason, whether by the Participant or by the Company Group, following the date on which (i) the Participant attained the age of 55 years old, and (ii) the number of completed years of the Participant’s employment with the Company Group is at least 10 as based on the Company Seniority Date; provided, however, that a termination of the Participant’s employment (w) by the Company Group for Cause, (x) by the Company Group, or the Participant, in either case, while grounds for Cause exist, (y) due to the Participant’s death, or (z) due to or during the Participant’s Disability, in each case, will not constitute a Retirement for
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the purposes of this Agreement, regardless of whether such termination occurs following the date on which the age and service requirements set forth in clauses (i) and (ii) have been satisfied.
(i)“Shares” means the number of shares of Common Stock listed in the Award Notice as “Number of Shares Subject to Option”.
[Signatures follow]
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HILTON WORLDWIDE HOLDINGS INC.

By:    /s/ Christopher J. Nassetta    
    Christopher J. Nassetta
    Chief Executive Officer

By:    /s/ Laura Fuentes    
Laura Fuentes
Executive Vice President and Chief Human Resources Officer


Acknowledged and Agreed
as of the date first written above:
#Signature#
______________________________
Participant Signature



APPENDIX A
Restrictive Covenants
1.Non-Competition; Non-Solicitation.
(a)The Participant acknowledges and recognizes the highly competitive nature of the businesses of the Company Group and accordingly agrees as follows:
(i)While the Participant is employed by the Company Group (the “Employment Term”) and for a period that ends on the later to occur of (A) the first anniversary of the Termination Date or (B) the last day on which any portion of the Award granted under this Agreement is eligible to vest if the Participant ceases to perform services on behalf of the Company Group as a result of the Participant’s Retirement (such period, the “Restricted Period”), the Participant will not, whether on the Participant’s own behalf or on behalf of or in conjunction with any person, firm, partnership, joint venture, association, corporation or other business organization, entity or enterprise whatsoever (“Person”), directly or indirectly solicit or assist in soliciting away from the Company the business of any then current or prospective client or customer with whom the Participant (or his or her direct reports) had personal contact or dealings on behalf of the Company or about whom the Participant had access to Confidential Information during the one-year period preceding the Termination Date.
(ii)During the Restricted Period, the Participant will not, directly or indirectly:
(A)engage in the Business providing services in the nature of the services the Participant provided to any member of the Company Group at any time in the one year prior to the Termination Date, for a Competitor (as defined below) in the Restricted Area (as defined below);
(B)enter the employ of, or render any services to, a Competitor in the Restricted Area that are in the nature of the services the Participant provided to the Company at any time in the one (1) year prior to the Termination Date, except where such employment or services do not relate in any manner to the Business;
(C)acquire a financial interest in, or otherwise become actively involved with, a Competitor in the Restricted Area, directly or indirectly, as an individual, partner, shareholder, officer, director, principal, agent, trustee or consultant; or
(D)intentionally and adversely interfere with, or attempt to adversely interfere with, business relationships between the members of the Company Group and any of their clients, customers, suppliers, partners, members or investors.
Appendix A - 1

(iii)Notwithstanding anything to the contrary in this Appendix A, the Participant may, directly or indirectly, own, solely as an investment, securities of any Person engaged in a Business (including, without limitation, a Competitor) which are publicly traded on a national or regional stock exchange or on the over-the-counter market if the Participant (A) is not a controlling Person of, or a member of a group which controls, such Person and (B) does not, directly or indirectly, own 2% or more of any class of securities of such Person.
(iv)During the Restricted Period, the Participant will not, whether on the Participant’s own behalf or on behalf of or in conjunction with any Person or entity, directly or indirectly solicit or encourage any employee of the Company Group with whom the Participant (or his or her direct reports) had personal contact or dealings on behalf of the Company or about whom the Participant had access to Confidential Information during the one-year period preceding the Termination Date to leave the employment of the Company Group or hire any employee who was employed by the Company Group as of the Termination Date, provided that this prohibition does not apply to (i) administrative personnel employed by the Company or (ii) any Company employee who is hired away from the Company as a result of responding to a generic job posting on a website or in a newspaper or periodical of general circulation, without any involvement or encouragement by the Participant.
(v)During the Restricted Period, the Participant will not, whether on the Participant’s own behalf or on behalf of or in conjunction with any Person, directly and intentionally encourage any consultant of the Company to cease working with the Company.
(vi)For purposes of this Agreement:
(A)“Business” means the business of owning, operating, managing and/or franchising hotel and lodging properties.
(B)“Competitor” means any Person engaged in the Business, including, but not limited to, Accor Group, AirBnB Inc., Best Western International, Carlson Hospitality Worldwide, Choice Hotels International, G6 Hospitality LLC, Host Hotels & Resorts, Inc., Hyatt Hotels Corporation, InterContinental Hotels Group Plc, LQ Management LLC, Marriott International, Inc., Wyndham Hotels & Resorts, Inc. and Wynn Resorts, Limited.
(C)“Restricted Area” means the United States and any country in which the Company is engaged in the Business or where the Participant knows or should know the Company has taken steps to engage in the Business.
(b)It is expressly understood and agreed that although the Participant and the Company consider the restrictions contained in this Section 1 to be reasonable, if a judicial determination is made by a court of competent jurisdiction that the time or territory or any other restriction contained in this Appendix A is an unenforceable restriction against the Participant,
Appendix A - 2

the provisions of this Appendix A will not be rendered void but will be deemed amended to apply as to such maximum time and territory and to such maximum extent as such court may judicially determine or indicate to be enforceable. Alternatively, if any court of competent jurisdiction finds that any restriction contained in this Appendix A is unenforceable, and such restriction cannot be amended so as to make it enforceable, such finding will not affect the enforceability of any of the other restrictions contained herein.
(c)The period of time during which the provisions of this Section 1 will be in effect will be extended by the length of time during which the Participant is in breach of the terms hereof as determined by any court of competent jurisdiction on the Company’s application for injunctive relief.
26.Confidentiality; Non-Disparagement; Intellectual Property; Protected Rights.
(a)Confidentiality.
(i)The Participant will not at any time (whether during or after the Employment Term) (x) retain or use for the benefit, purposes or account of the Participant or any other Person; or (y) disclose, divulge, reveal, communicate, share, transfer or provide access to any Person outside the Company Group (other than its professional advisers who are bound by confidentiality obligations or otherwise in performance of the Participant’s duties during the Employment Term and pursuant to customary industry practice), any non-public, proprietary or confidential information (including, without limitation, trade secrets, know-how, research and development, software, databases, inventions, processes, formulae, technology, designs and other intellectual property, information concerning finances, investments, profits, pricing, costs, products, services, vendors, customers, clients, partners, investors, personnel, compensation, recruiting, training, advertising, sales, marketing, promotions, government and regulatory activities and approvals) concerning the past, current or future business, activities and operations of any member of the Company Group and/or any third party that has disclosed or provided any of same to any member of the Company Group on a confidential basis (“Confidential Information”) without the prior written authorization of the Board or its designee.
(ii)“Confidential Information” does not include any information that is (a) generally known to the industry or the public other than as a result of the Participant’s breach of this covenant; (b) made legitimately available to the Participant by a third party without breach of any confidentiality obligation of which the Participant has knowledge; or (c) required by law to be disclosed; provided that, unless otherwise provided under applicable law, with respect to subsection (c) the Participant is required to give prompt written notice to the Company of such requirement, disclose no more
Appendix A - 3

information than is so required, and reasonably cooperate with any attempts by the Company to obtain a protective order or similar treatment.
(iii)Upon termination of the Participant’s employment with the Company Group for any reason, the Participant agrees to (x) cease and not thereafter commence use of any Confidential Information or intellectual property (including without limitation, any patent, invention, copyright, trade secret, trademark, trade name, logo, domain name or other source indicator) owned or used by any member of the Company Group; and (y) immediately destroy, delete, or return to the Company, at the Company’s option, all originals and copies in any form or medium (including memoranda, books, papers, plans, computer files, letters and other data) in the Participant’s possession or control (including any of the foregoing stored or located in the Participant’s office, home, laptop or other computer, whether or not Company Group property) that contain Confidential Information, except that the Participant may retain only those portions of any personal notes, notebooks and diaries that do not contain any Confidential Information.
(b)Non-Disparagement. During the Employment Term and at all times thereafter, the Participant will not directly, or through any other Person, make any public or private statements that are disparaging of the Company, its affiliates or subsidiaries, or their respective businesses or employees, officers, directors, or stockholders, or any product or service offered by any member of the Company Group; provided, however, that nothing contained in this Section 2(b) precludes the Participant from providing truthful testimony in any legal proceeding, or making any truthful statement (i) to any governmental agency in accordance with Section 2(d) hereof; (ii) as required or permitted by applicable law or regulation; or (iii) as required by court order or other legal process.
(c)Intellectual Property.
(i)If the Participant has created, invented, designed, developed, contributed to or improved any works of authorship, inventions, intellectual property, materials, documents or other work product (including without limitation, research, reports, software, databases, systems, applications, presentations, textual works, content, or audiovisual materials) (“Works”), either alone or with third parties, prior to the commencement of the Employment Term, that are relevant to or implicated by such employment (“Prior Works”), the Participant hereby grants the Company a perpetual, non-exclusive, royalty-free, worldwide, assignable, sublicensable license under all rights and intellectual property rights (including rights under patent, industrial property, copyright, trademark, trade secret, unfair competition and related laws) therein for all purposes in connection with the Company Group’s current and future business.
(ii)If the Participant creates, invents, designs, develops, contributes to or improves any Works, either alone or with third parties, at any time during the Employment Term and within the scope of such employment and with the use of any Company Group resources (“Company Works”), the Participant agrees to promptly and fully disclose such Company Works to the Company and hereby irrevocably assigns,
Appendix A - 4

transfers and conveys, to the maximum extent permitted by applicable law, all rights and intellectual property rights therein (including rights under patent, industrial property, copyright, trademark, trade secret, unfair competition and related laws) to the Company to the extent ownership of any such rights does not vest originally in the Company.
(iii)The Participant agrees to take all reasonably requested actions and execute all reasonably requested documents (including any licenses or assignments required by a government contract) at the Company’s expense (but without further remuneration) to assist the Company in validating, maintaining, protecting, enforcing, perfecting, recording, patenting or registering any of the Company’s rights in the Prior Works and Company Works. If the Company is unable for any other reason, after reasonable attempt, to secure the Participant’s signature on any document for this purpose, then the Participant hereby irrevocably designates and appoints the Company and its duly authorized officers and agents as the Participant’s agent and attorney in fact, to act for and on the Participant’s behalf and stead to execute any documents and to do all other lawfully permitted acts required in connection with the foregoing.
(iv)The Participant agrees not to improperly use for the benefit of, bring to any premises of, divulge, disclose, communicate, reveal, transfer or provide access to, or share with any member of the Company Group any confidential, proprietary or non-public information or intellectual property relating to a former employer or other third party without the prior written permission of such third party. The Participant agrees to comply with all relevant policies and guidelines of the Company Group that are from time to time previously disclosed to the Participant, including regarding the protection of Confidential Information and intellectual property and potential conflicts of interest. The Participant acknowledges that any member of the Company Group may amend any such policies and guidelines from time to time, and that the Participant remains at all times bound by their most current version from time to time previously disclosed to the Participant.
(d)Protected Rights. Nothing contained in this Agreement limits (i) the Participant’s ability to disclose any information to governmental agencies or commissions as may be required by law, or (ii) the Participant’s right to communicate, cooperate or file a complaint with any U.S. federal, state or local governmental or law enforcement branch, agency or entity (collectively, a “Governmental Entity”) with respect to possible violations of any U.S. federal, state or local law or regulation, or otherwise make disclosures to any Governmental Entity, in each case, that are protected under the whistleblower provisions of any such law or regulation, provided that in each case such communications and disclosures are consistent with applicable law, or (iii) the Participant’s right to receive an award from a Governmental Entity for information provided under any whistleblower program, without notice to the Company. This Agreement does not limit the Participant’s right to seek and obtain a whistleblower award for providing information relating to a possible securities law violation to the Securities and Exchange Commission. The Participant shall not be held criminally or civilly liable under any U.S. federal or state trade secret law for the disclosure of a trade secret that is made (i) in confidence to a U.S. federal, state, or local government official or to an attorney solely for the
Appendix A - 5

purpose of reporting or investigating a suspected violation of law, or (ii) in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. If the Participant files a lawsuit for retaliation by an employer for reporting a suspected violation of law the Participant may disclose the trade secret to the attorney of the Participant and use the trade secret information in the court proceeding, if the Participant files any document containing the trade secret under seal, and does not disclose the trade secret, except pursuant to court order. The Participant is not required to give prior notice to (or get prior authorization from) the Company regarding any such communication or disclosure. Except as otherwise provided in this paragraph or under applicable law, under no circumstance is the Participant authorized to disclose any information covered by the Company’s or any other member of the Company Group’s attorney-client privilege or attorney work product or the Company’s or any other member of the Company Group’s trade secrets without the prior written consent of the Company.
(e)Injunctive Relief; Other Remedies for Breach. The Participant acknowledges and agrees that a violation of any of the terms of this Appendix A will cause the Company irreparable injury for which adequate remedy at law is not available. Accordingly, it is agreed that the Company may seek an injunction, restraining order or other equitable relief to prevent breaches of the provisions of this Appendix A and to enforce specifically the terms and provisions hereof in any court of competent jurisdiction in the United States or any state thereof, in addition to any other remedy to which it may be entitled at law or equity. Additionally, in the event the Participant breaches the terms of this Appendix A, the Participant shall be deemed to have engaged in Detrimental Activity (as defined in the Plan) and the provisions set forth in Section 15(w) of the Plan shall apply.
The provisions of Section 2 hereof will survive the termination of the Participant’s employment for any reason.
2.Exceptions/Modifications for Certain U.S. States and Territories. The provisions of this Appendix A may be supplemented and/or modified by the terms set forth in the State Restrictive Covenant Annex attached hereto as Appendix B, depending on the state or other jurisdiction in which the Participant primarily resides and/or provides services.
Appendix A - 6

APPENDIX B
State Restrictive Covenant Annex
Set forth below are additional terms and conditions which supplement and/or modify one or more sections of Appendix A to the Nonqualified Stock Option Agreement (the “Agreement”), depending on the state or other jurisdiction in which the Participant primarily resides and/or primarily provides services, as required by applicable law. Capitalized terms used but not defined herein shall have the meanings set forth in the Agreement or Appendix A to which this State Restrictive Covenant Annex is attached.
CALIFORNIA
If the Participant is primarily a resident of, or primarily provides services in, California on (i) the Date of Grant or (ii) the Termination Date:
(a)Sections 1(a)(i) and 1(a)(ii) of Appendix A shall not apply after the Termination Date,
(b)During the portion of the Restricted Period which follows the Termination Date, Section 1(a)(iv) of Appendix A shall be amended to delete the words “or hire any employee who was employed by the Company Group as of the Termination Date”,
(c)The following sentence shall be added to Section 2(d) of Appendix A:
“Nothing in this agreement prevents you from discussing or disclosing information about unlawful acts in the workplace, such as harassment or discrimination or any other conduct that you have reason to believe is unlawful.”
(d)The following sentence shall be added as Section 2(c)(v) of Appendix A:
“Notwithstanding any other provision of Appendix A to the contrary, this Section 2(c) of Appendix A is subject to the provisions of California Labor Code Sections 2870, 2871 and 2872. In accordance with Section 2870 of the California Labor Code, the Participant’s obligation to assign to the Company Group the Participant’s right, title and interest throughout the world in and to all Works does not apply to any Works the Participant developed entirely on the Participant’s own time without using the Company Group’s equipment, supplies, facilities, or Confidential Information except for such Works that relate to either (i) the business of the Company Group at the time of conception or reduction to practice of the Works, or actual or demonstrably anticipated research or development of the Company Group or (ii) result from any work performed by the Participant for the Company Group. A copy of California Labor Code Sections 2870, 2871 and 2872 is attached to the State Restrictive Covenant Annex as Exhibit 1. The Participant agrees to disclose all Works to the Company Group, even if the Participant does not believe that the Participant is required under Section 2(c) of Appendix A, or pursuant to California Labor Code Section 2870, to assign the Participant’s interest in such Works to the Company Group or its nominee.”
(e)To the extent the Participant is a party to any other agreement or arrangement with the Company Group which contains restrictive covenants still in effect which conflict with the terms of this California supplement, such restrictive covenants shall to that extent be superseded and replaced by the terms stated herein.
(f)Notwithstanding anything in the Agreement to the contrary, Appendix A shall be governed by California law, without regard to principles of conflicts of law.
Appendix B - 1

COLORADO
If the Participant is primarily a resident of, or primarily provides services in, Colorado on (i) the Date of Grant or (ii) the Termination Date:
(a)Sections 1(a)(i) and 1(a)(iv) of Appendix A shall not apply after the Termination Date unless the Participant earns, as of the Date of Grant and the date on which enforcement is sought, an amount of annualized cash compensation equivalent or greater than $76,254.75 (which is the threshold amount for 2025 and represents 60% of Colorado’s “threshold amount for highly compensated workers,” which is subject to annual adjustments pursuant to Colorado law); and
(b)Section 1(a)(ii) of Appendix A shall not apply after the Termination Date unless the Participant earns, as of the Date of Grant and the date on which enforcement is sought, an amount of annualized cash compensation equivalent to or greater than $127,091.25 (which is the threshold amount for 2025 and represents 100% of Colorado’s “threshold amount for highly compensated workers,” which is subject to annual adjustments pursuant to Colorado law).
The Participant acknowledges that the Participant was provided a separate notice of the terms of the above-referenced restrictions at least 14 days before the earlier of (1) the effective date of the Restrictive Covenants or (2) the Date of Grant.
DISTRICT OF COLUMBIA
If the Participant is a “covered employee,” as defined by the District of Columbia’s Ban on Non-Compete Agreements Amendment Act of 2020 (as amended):
(a)Section 1(a)(ii) of Appendix A shall not apply after the Termination Date; and
(b)During the Employment Term, Section 1(a)(ii) of Appendix A shall apply only to the extent permitted by District of Columbia law.
A “covered employee” is an individual who performs work for pay in the District of Columbia for an employer and who is not a “highly compensated employee,” and (i) spends (or, for new hires, is reasonably anticipated to spend) more than 50% of his or her work time for the employer working in the District of Columbia, or (ii) whose employment for the employer is or will be based in the District of Columbia and the employee regularly spends (or, for new hires, is reasonably anticipated to spend) a substantial amount of his or her work time for the employer in the District of Columbia and no more than 50% of his or her work time for such employer in another jurisdiction. The term “covered employee” does not include partners in a partnership.
A “highly compensated employee” is an employee who earns or is reasonably expected to earn from his or her employer compensation greater than or equal to $158,363 in a consecutive 12-month period (which is the threshold amount for 2025 and will be adjusted annually for inflation based on adjustments to the Consumer Price Index for All Urban Consumers, in the Washington Metropolitan Statistical Area, as published by the Bureau of Labor Statistics Urban Consumers, in the Washington Metropolitan Statistical Area, as published by the Bureau of Labor Statistics of the US Department of Labor).
If the Participant is a “highly compensated employee”:
(a)As applied to Section 1(a)(ii) of Appendix A, the Restricted Period shall not exceed 365 days from the Termination Date; and
(b)The Participant is provided with the following notice, at least 14 days prior to the execution of the Agreement:
The District of Columbia’s Ban on Non-Compete Agreements Amendment Act of 2020 limits the use of non-compete agreements. It allows employers to request non-compete agreements from highly compensated employees, as that term is defined in the Ban on Non-Compete Agreements Amendment Act of 2020, under certain conditions. The Company has determined that you are a highly compensated employee. For more information about the Ban on Non-Compete Agreements Amendment Act of 2020, contact the District of Columbia Department of Employment Services (DOES).
FLORIDA
If the Participant is primarily a resident of, or primarily provides services in, Florida on (i) the Date of Grant or (ii) the Termination Date, notwithstanding anything in the Agreement to the contrary, Appendix A shall be governed by Florida law, without regard to principles of conflicts of law.
Appendix B - 2

GEORGIA
If the Participant is primarily a resident of, or primarily provides services in, Georgia on (i) the Date of Grant or (ii) the Termination Date, Section 1(a)(ii) of Appendix A shall not apply after the Termination Date unless the Participant (1) customarily and regularly solicits customers or prospective customers for his or her employer; (2) customarily and regularly engages in making sales or obtaining orders or contracts for products or services to be performed by others; (3) has the authority to hire or fire other employees or particular weight is given to the Participant’s suggestions and recommendations as to the hiring, firing, advancement, promotion, or any other change of status of other employees; or (4) performs the duties of a “key employee” or professional.
A “key employee” is someone with “a high level of notoriety, fame, reputation, or public persona as the employer’s representative or spokesperson or has gained a high level of influence or credibility with the employer’s customers, vendors, or other business relationships or is intimately involved in the planning for or direction of the business of the employer or a defined unit of the business of the employer. Such term also means an employee in possession of selective or specialized skills, learning, or abilities or customer contacts or customer information who has obtained such skills, learning, abilities, contacts, or information by reason of having worked for the employer.”
IDAHO
If the Participant is primarily a resident of, or primarily provides services in, Idaho on (i) the Date of Grant or (ii) the Termination Date:
(a)Section 1(a)(ii) of Appendix A shall not apply after the Termination Date unless the Participant is a “key employee” or “key independent contractor”; and
(b)Section 1(a)(ii) of Appendix A shall be limited after the Termination Date to direct competition.
A “key employee” and “key independent contractor” is someone who, by reason of the employer’s investment of time, money, trust, exposure to the public, or exposure to technologies, intellectual property, business plans, business processes and methods of operation, customers, vendors or other business relationships during the course of employment, have gained a high level of inside knowledge, influence, credibility, notoriety, fame, reputation or public persona as a representative or spokesperson of the employer and, as a result, have the ability to harm or threaten an employer’s legitimate business interests.
ILLINOIS
If the Participant is primarily a resident of, or primarily provides services in, Illinois on (i) the Date of Grant or (ii) the Termination Date:
(a)Sections 1(a)(i) and 1(a)(iv) of Appendix A shall not apply after the Termination Date unless the Participant’s actual or expected annual rate of “earnings” (as defined by Illinois law) exceeds $45,000 per year (which is the threshold amount through the end of 2026, after which this amount will increase in $2,500 increments in each of 2027, 2032, and 2037, with $52,500 as the minimum threshold amount in 2037); and
(b)Section 1(a)(ii) of Appendix A shall not apply after the Termination Date unless the Participant’s actual or expected annual rate of “earnings” (as defined by Illinois law) exceeds $75,000 per year (which is the threshold amount through the end of 2026, after which this amount will increase in $5,000 increments in each of 2027, 2032, and 2037, with $90,000 as the minimum threshold amount in 2037).
The Participant acknowledges that he or she was provided a copy of Appendix A and this Appendix B at least 14 calendar days before the commencement of the Participant’s services or was given a period of at least 14 calendar days to review Appendix A and this Appendix B before accepting the Award.
Appendix B - 3

LOUISIANA
If the Participant is primarily a resident of, or primarily provides services in, Louisiana on (i) the Date of Grant or (ii) the Termination Date, then Sections 1(a)(i) and 1(a)(ii) of Appendix A shall not apply for more than two years after the Termination Date.
Within the State of Louisiana, Sections 1(a)(i) and 1(a)(ii) of Appendix A shall apply in, and the definition of “Restricted Area” shall apply to, the following parishes municipalities, or parts thereof, so long as the Company Group continues to carry on business therein, and outside of Louisiana shall not be limited except as provided in Appendix A:
•Acadia Parish, Allen Parish, Ascension Parish, Assumption Parish, Avoyelles Parish, Beauregard Parish, Bienville Parish, Bossier Parish, Caddo Parish, Calcasieu Parish, Caldwell Parish, Cameron Parish, Catahoula Parish, Claiborne Parish, Concordia Parish, DeSoto Parish, East Baton Rouge Parish, East Carroll Parish, East Feliciana Parish, Evangeline Parish, Franklin Parish, Grant Parish, Iberia Parish, Iberville Parish, Jackson Parish, Jefferson Parish, Jefferson Davis Parish, Lafayette Parish, Lafourche Parish, LaSalle Parish, Lincoln Parish, Livingston Parish, Madison Parish, Morehouse Parish, Natchitoches Parish, Orleans Parish, Ouachita Parish, Plaquemines Parish, Pointe Coupee Parish, Rapides Parish, Red River Parish, Richland Parish, Sabine Parish, St. Bernard Parish, St. Charles Parish, St. Helena Parish, St. James Parish, St. John the Baptist Parish, St. Landry Parish, St. Martin Parish, St. Mary Parish, St. Tammany Parish, Tangipahoa Parish, Tensas Parish, Terrebonne Parish, Union Parish, Vermilion Parish, Vernon Parish, Washington Parish, Webster Parish, West Baton Rouge Parish, West Carroll Parish, West Feliciana Parish, and Winn Parish.
MAINE
If the Participant is primarily a resident of, or primarily provides services in, Maine on (i) the Date of Grant or (ii) the Termination Date:
(a)Section 1(a)(ii) of Appendix A shall not apply after the Termination Date unless the Participant earns wages equal to, or greater than, 400% of the federal poverty level; and
(b)The terms of Section 1(a)(ii) of Appendix A, with respect to the post-employment portion of the Restricted Period, shall not take effect until the later of (i) one year after the commencement of the Participant’s employment or (ii) 6 months after the Participant executes the Agreement.
MARYLAND
If the Participant is primarily a resident of, or primarily provides services in, Maryland on (i) the Date of Grant or (ii) the Termination Date, Section 1(a)(ii) of Appendix A shall not apply after the Termination Date unless the Participant earns wages equal to, or greater than, 150% of the state minimum wage.
Appendix B - 4

MASSACHUSETTS
If the Participant is, and has been for at least 30 days immediately preceding the Termination Date, a resident of, or primarily providing services in, the Commonwealth of Massachusetts:
(a)Section 1(a)(ii) of Appendix A shall not apply after the Termination Date, if the Participant is Terminated without Cause (as modified by this Massachusetts supplement);
(b)With respect to Section 1(a)(ii) of Appendix A, the Restricted Period shall not exceed 12 months from the Termination Date, unless the Participant has breached his or her fiduciary duty to the Company Group or the Participant has unlawfully taken, physically or electronically, property belonging to the Company Group, in which case the Restricted Period may not exceed 2 years from the Termination Date;
(c)The Company Group, at its discretion, including based on a determination by the Company Group, in its discretion, that additional consideration is required by Massachusetts law to render Section 1(a)(ii) of Appendix A enforceable, may elect to enforce such covenant by making garden leave payments to the Participant during the post-termination portion of the Restricted Period (but for no more than 12 months following the Termination Date) at a rate of up to 50% of the highest annualized base salary or service fees, as applicable, paid to the Participant by the Company Group within the 2-year period preceding the Termination Date (“Garden Leave Payments”). Any Garden Leave Payments paid to the Participant pursuant to this Massachusetts supplement may be reduced based on consideration of the Fair Market Value of the incentive compensation provided pursuant to the Agreement and determined in good faith by the Company Group as of the Termination Date or by (or may reduce and not be in addition to) any severance or separation pay that the Participant is otherwise entitled to receive from any member of the Company Group pursuant to an agreement, plan, or otherwise;
(d)The Company Group, in its sole discretion, may elect at any time prior to the Termination Date, or on such later date to the extent permitted by applicable law, to waive the restrictions set forth in Section 1(a)(ii) of Appendix A, upon which such waiver shall automatically terminate the Company Group’s obligations to compensate the Participant under Section (c) of this Massachusetts supplement. In such event, the Participant shall have no further obligations under Section 1(a)(ii) of Appendix A. Such waiver shall be in writing, and shall have no effect on the Participant’s obligations under the remainder of Appendix A, which shall continue in full force and effect in all respects. The Participant acknowledges and agrees that nothing in this Section (d) gives the Participant an election as to compliance with Section 1(a)(ii) of Appendix A;
(e)For purposes of enforcement of Section 1(a)(ii) of Appendix A (and no other provision of the Agreement or the Plan), “Cause” shall include any good faith determination by the Company Group that the Participant has significantly underperformed in providing services to the Company Group or engaged in conduct or behavior that violates any policy of the Company Group or is detrimental to the Company or any member of the Company Group or its reputation;
(f)The Participant acknowledges and agrees that the benefits provided by the Agreement and the Garden Leave Payments (where applicable) constitute sufficient mutually agreed-upon consideration for Section 1(a)(ii) of Appendix A; and
(g)The Participant’s agreement to the non-competition covenant in Section 1(a)(ii) of Appendix A shall be effective upon the later of the Participant’s acceptance of the Award or the date that is 10 business days after the Participant was provided with notice of the non-competition agreement.
MINNESOTA
If the Participant is primarily a resident of, or primarily provides services in, Minnesota on (i) the Date of Grant or (ii) the Termination Date, Section 1(a)(ii) of Appendix A shall not apply during the post-employment portion of the Restricted Period.
Appendix B - 5

NEVADA
If the Participant is primarily a resident of, or primarily provides services in, Nevada on (i) the Date of Grant or (ii) the Termination Date:
(a) Section 1(a)(ii) of Appendix A shall not apply during the post-employment portion of the Restricted Period:
(i)in territories in which the Company Group has not established customer contracts or goodwill or undertaken concrete steps to establish operations; or
(ii)to prevent the Participant from providing services to a former customer or client of Company Group so long as (1) the Participant did not solicit the former customer or client, (2) the customer or client voluntarily left and sought the Participant’s services and (3) the Participant has otherwise complied with the provisions of Section 1(a)(ii) of Appendix A with respect to time, geographic area and scope of restrained activity.
(b)During the post-employment portion of the Restricted Period, if the Participant’s Termination was part of a reduction of force, reorganization or similar restructuring of the Company Group, Section 1(a)(ii) of Appendix A shall only apply during the period of time which the Company Group pays the Participant’s salary, benefits or equivalent compensation, including severance pay, if any.
NEW HAMPSHIRE
If the Participant is primarily a resident of, or primarily provides services in, New Hampshire on (i) the Date of Grant or (ii) the Termination Date, Section 1(a)(ii) of Appendix A shall not apply during the post-employment portion of the Restricted Period, if the Participant earns an hourly rate that is less than or equal to (i) 200% of the federal minimum wage or (ii) 200% of the tipped minimum wage pursuant to New Hampshire law.
NORTH DAKOTA
If the Participant is primarily a resident of, or primarily provides services in, North Dakota on (i) the Date of Grant or (ii) the Termination Date:
(a)Sections 1(a)(i) and 1(a)(ii) of Appendix A shall not apply during the post-employment portion of the Restricted Period; and
(b)Section 1(a)(iv) of Appendix A shall only apply during the post-employment portion of the Restricted Period to the extent permitted by applicable North Dakota law.
OKLAHOMA
If the Participant is primarily a resident of, or primarily provides services in, Oklahoma on (i) the Date of Grant or (ii) the Termination Date:
(a)During the post-employment portion of the Restricted Period, Section 1(a)(i) of Appendix A shall be limited to restricting direct solicitation of established customers or clients of the Company Group; and
(b)Section 1(a)(ii) of Appendix A shall not apply during the post-employment portion of the Restricted Period.
Appendix B - 6

OREGON
If the Participant is primarily a resident of, or primarily provides services in, Oregon on (i) the Date of Grant or (ii) the Termination Date:
(a) Section 1(a)(ii) of Appendix A shall not apply during the post-employment portion of the Restricted Period, unless:
(i)the Award was granted in connection with either (A) a written employment offer that provided, at least two (2) weeks’ notice before the first day of employment, that a non-competition agreement was required or (B) the Participant’s subsequent bona fide advancement; and
(ii)the Participant’s total annual compensation, including commissions, as of the Termination Date, exceeds $116,427 (which is the threshold amount for 2025 and subject to annual adjustments for inflation based on adjustments to the Consumer Price Index for All Urban Consumers, West Region (All Items), as published by the Bureau of Labor Statistics of the US Department of Labor), unless the Company Group provides the Participant compensation during the post-employment portion of the Restricted Period, in which Section 1(a)(ii) of Appendix A applies, in an amount equal to the greater of 50% of the Participant’s annual gross base salary and commissions as of the Termination Date or 50% of $116,427 (which is the threshold amount for 2025 and subject to annual adjustments pursuant to Oregon law as described in this provision) during the post-employment portion of the Restricted Period.
(a)The Company shall provide the Participant a signed copy of Appendix A within 30 days following the Termination Date.
(b)Section 1(a)(ii) of Appendix A shall not apply for more than 12 months after the Termination Date.
PUERTO RICO
If the Participant is primarily a resident of, or primarily provides services in, Puerto Rico on (i) the Date of Grant or (ii) the Termination Date, Section 1(a)(ii) of Appendix A shall not apply for more than one year after the Termination Date.
RHODE ISLAND
If the Participant is primarily a resident of, or primarily provides services in, Rhode Island on (i) the Date of Grant or (ii) the Termination Date, Section 1(a)(ii) of Appendix A shall not apply after the Termination Date, if the Participant’s average annual earnings (as defined by Rhode Island law) are less than, or equal to, 250% of the federal poverty level for individuals as established by the United States Department of Health and Human Services federal poverty guidelines.
Appendix B - 7

SOUTH DAKOTA
If the Participant is primarily a resident of, or primarily provides services in, South Dakota on (i) the Date of Grant or (ii) the Termination Date, Sections 1(a)(i) and 1(a)(ii) of Appendix A shall not apply for more than two years after the Termination Date.
UTAH
If the Participant is primarily a resident of, or primarily provides services in, Utah on (i) the Date of Grant or (ii) the Termination Date, Section 1(a)(ii) of Appendix A shall not apply for more than one year after the Termination Date.
VIRGINIA
If the Participant is primarily a resident of, or primarily provides services in, Virginia on (i) the Date of Grant or (ii) the Termination Date:
(a)Section 1(a)(ii) of Appendix A shall not apply during the post-employment period of the Restricted Period, if the Participant is considered a “low-wage employee”, which is defined as anyone earning, over a rolling 52-week period preceding the Termination Date, less than Virginia’s average weekly wage, which for the first quarter of 2025 was equivalent to $76,082 annually. A low-wage employee does not include an employee whose earnings are derived, in whole or in predominant part, from sales commissions, incentives, or bonuses; and
(b)Sections 1(a)(i) and 1(a)(ii) of Appendix A shall not prohibit the Participant from providing services to the Company Group’s customers or clients during the post-employment period of the Restricted Period, if the Participant does not initiate contact with or solicit such customer or client, to the extent required by Virginia law.
Appendix B - 8

WASHINGTON
If the Participant is primarily a resident of, or primarily provides services in, Washington on (i) the Date of Grant or (ii) the Termination Date:
(a)Unless the Participant’s annualized “earnings” (as defined by Washington law) from the Company Group exceed $123,394.17 per year (which is the threshold amount for 2025 and subject to annual adjustments pursuant to Washington law), (A) Section 1(a)(ii) of Appendix A shall not apply after the Termination Date and (B) Section 1(a)(i) of Appendix A shall only apply to current (rather than prospective) clients and customers;
(b)If the Participant’s Termination is a result of a layoff, should any member of the Company Group choose to enforce the provisions of Section 1(a)(ii) of Appendix A or Section 1(a)(i) Appendix A as to prospective clients or customers, then during the post-employment portion of the Restricted Period, the Company (or other member of the Company Group, as applicable) shall pay the Participant compensation equivalent to the Participant’s base salary as of the Termination Date, minus any severance or other compensation paid by the Company Group and any compensation the Participant earns through subsequent non-competitive employment during the post-termination portion of the Restricted Period; and
(c)Section 1(a)(ii) of Appendix A shall not apply for more than eighteen months after the Termination Date.
WISCONSIN
If the Participant is primarily a resident of, or primarily provides services in, Wisconsin on (i) the Date of Grant or (ii) the Termination Date:
(a)For the post-employment portion of the Restricted Period, Section 1(a)(i) of Appendix A shall be amended to delete the words “or prospective”;
(b)Section 1(a)(ii) of Appendix A shall not apply for more than one year after the Termination Date; and
(c)Section 2(a) of Appendix A shall remain in effect until three years following the Termination Date with respect to Confidential Information that is not a trade secret, and, with respect to trade secrets, for as long as the information is a trade secret.


Appendix B - 9

EXHIBIT 1 TO STATE RESTRICTIVE COVENANT ANNEX (APPENDIX B)
California Labor Code Sections 2870, 2871 and 2872
SECTION 2870
(a)    Any provision in an employment agreement which provides that an employee shall assign, or offer to assign, any of his or her rights in an invention to his or her employer shall not apply to an invention that the employee developed entirely on his or her own time without using the employer’s equipment, supplies, facilities, or trade secret information except for those inventions that either:
(1)    Relate at the time of conception or reduction to practice of the invention to the employer’s business, or actual or demonstrably anticipated research or development of the employer; or
(2)    Result from any work performed by the employee for the employer.
(b)    To the extent a provision in an employment agreement purports to require an employee to assign an invention otherwise excluded from being required to be assigned under subdivision (a), the provision is against the public policy of this state and is unenforceable.
SECTION 2871
No employer shall require a provision made void and unenforceable by Section 2870 as a condition of employment or continued employment. Nothing in this article shall be construed to forbid or restrict the right of an employer to provide in contracts of employment for disclosure, provided that any such disclosures be received in confidence, of all of the employee’s inventions made solely or jointly with others during the term of his or her employment, a review process by the employer to determine such issues as may arise, and for full title to certain patents and inventions to be in the United States, as required by contracts between the employer and the United States or any of its agencies.
SECTION 2872
If an employment agreement entered into after January 1, 1980 contains a provision requiring the employee to assign or offer to assign any of his or her rights in any invention to his or her employer, the employer must also, at the time the agreement is made, provide a written notification to the employee that the agreement does not apply to an invention which qualifies fully under the provisions of Section 2870. In any suit or action arising thereunder, the burden of proof shall be on the employee claiming the benefits of its provisions.
* * *
Exhibit 1 to Appendix B

EXHIBIT 2 TO STATE RESTRICTIVE COVENANT ANNEX (APPENDIX B)
NOTICE TO COLORADO PARTICIPANTS
The Nonqualified Stock Option Agreement offered by Hilton Worldwide Holdings Inc. (the “Company”) to you, dated February 27, 2025, contains non-solicitation and non-competition covenants in Sections 1(a)(i) and 1(a)(ii) of the Restrictive Covenant Agreement attached as Appendix A thereto (including Appendix B thereto), which could restrict your options for subsequent employment following the date of your termination of employment with the Company Group. You acknowledge and agree that your acceptance of this Award, and the Restrictive Covenant Agreement, shall be not effective until the date which is fourteen (14) days after you were provided with this notice of the above-referenced restrictive covenants provided in your Agreement.
Acknowledged via signed email and returned to the Company.


Exhibit 2 to Appendix B

APPENDIX C
HILTON 2017 OMNIBUS INCENTIVE PLAN
NONQUALIFIED STOCK OPTION AGREEMENT
TERMS AND CONDITIONS FOR NON-U.S. PARTICIPANTS
Capitalized terms used but not otherwise defined herein shall have the meaning given to such terms in the Plan and the Nonqualified Stock Option Agreement. For the avoidance of doubt, all provisions of the Nonqualified Stock Option Agreement and the Award Notice apply to Non-U.S. Participants except to the extent supplemented or modified by this Appendix C or Appendix D.
1.Responsibility for Taxes. This provision supplements Section 5(b) of the Nonqualified Stock Option Agreement:
(a)The Participant acknowledges that, regardless of any action taken by the Company or, if different, the Participant’s employer (the “Employer”), the ultimate liability for all income tax, social insurance, payroll tax, fringe benefits tax, estate tax, payment on account or other tax-related items related to the Participant’s participation in the Plan and legally applicable or deemed legally applicable to the Participant (“Tax-Related Items”) is and remains the Participant’s responsibility (or the Participant’s estate or heirs in respect of estate tax) and may exceed the amount, if any, actually withheld by the Company or the Employer. The Participant further acknowledges that the Company and/or the Employer (1) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Option, including, but not limited to, the grant, vesting or exercise of the Option, the subsequent sale of Shares acquired pursuant to such exercise and the receipt of any dividends and/or any other distributions; and (2) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the Option to reduce or eliminate the Participant’s liability for Tax-Related Items or achieve any particular tax result. Further, if the Participant is subject to Tax-Related Items in more than one jurisdiction, the Participant acknowledges that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction.
(b)In connection with any relevant taxable or tax withholding event, as applicable, the Participant agrees to make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all Tax-Related Items. In this regard, the Participant authorizes the Company and/or the Employer, or their respective agents, at their discretion, to satisfy any applicable withholding obligations with regard to all Tax-Related Items by:
(i)withholding from the Participant’s wages, salary, or other cash compensation payable to the Participant by the Company, the Employer, or any other member of the Company Group;
(ii)withholding from proceeds of the sale of Shares acquired at exercise of the Option either through a voluntary sale or through a mandatory sale
Appendix C - 1

arranged by the Company (on the Participant’s behalf pursuant to this authorization without further consent);
(iii)withholding in Shares to be issued upon exercise of the Option; or
(iv)any other method of withholding determined by the Company, to the extent permitted under the Plan and applicable laws;
provided, however, that if the Participant is subject to Section 16 of the Exchange Act, then the Company will withhold in Shares upon the relevant taxable or tax withholding event, as applicable, unless the use of such withholding method is problematic under applicable law or has materially adverse accounting consequences, in which case, the obligation for Tax-Related Items may be satisfied by one or a combination of methods (i), (ii) and (iv) above.
(c)The Company may withhold or account for Tax-Related Items by considering statutory withholding amounts or other applicable withholding rates, including maximum rates applicable in the Participant’s jurisdiction(s). In the event of over-withholding, the Participant may receive a refund of any over-withheld amount in cash (with no entitlement to the equivalent in Common Stock ) from the Company or the Employer; otherwise, the Participant may be able to seek a refund from the local tax authorities. In the event of under-withholding, the Participant may be required to pay any additional Tax-Related Items directly to the applicable tax authority or to the Company and/or the Employer. If the withholding obligation for Tax-Related Items is satisfied by withholding in Shares, for tax purposes, the Participant is deemed to have been issued the full number of Shares subject to the portion of the Option that is exercised, notwithstanding that a number of the Shares is held back solely for the purpose of paying the Tax-Related Items.
(d)The Participant agrees to pay to the Company or the Employer any amount of Tax-Related Items that the Company or the Employer may be required to withhold or account for as a result of the Participant’s participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to issue or deliver the Shares or the proceeds of the sale of Shares if the Participant fails to comply with the Participant’s obligations in connection with the Tax-Related Items.
(e)Notwithstanding anything to the contrary in the Plan or in Section 5(b) of the Nonqualified Stock Option Agreement, if the Company is required by applicable law to use a particular definition of fair market value for purposes of calculating the taxable income for the Participant, the Company shall have the discretion to calculate any Shares to be withheld to cover any withholding obligation for Tax-Related Items by using either the price used to calculate the taxable income under applicable law or by using the closing price per Share on the New York Stock Exchange (or other principal exchange on which the Shares then trade) on the trading day immediately prior to the date of delivery of the Shares.
(f)The Participant acknowledges that U.S. estate tax may be assessed if at the time of the Participant’s death, the Participant holds Shares. For individual U.S. citizen taxpayers and for non-U.S. citizen taxpayers who are domiciled in the U.S., no U.S. estate tax is due on
Appendix C - 2

estate whose value does not exceed a certain threshold. However, U.S. estate tax law requires that, for the estates of non-U.S. citizens who reside outside the U.S. or who live in the U.S. but are not domiciled in the U.S., a U.S. estate tax return must be filed if the gross estate exceeds a certain threshold (currently US$ 60,000) and U.S. estate tax must be paid on that excess amount. If an estate tax treaty applies, the tax consequences may differ, but the Participant’s estate or heirs may need to file an estate tax return to claim the benefits of an applicable estate tax treaty. Due to the complexity of these laws, the Participant should consult with a personal tax or financial advisor.
27.Nature of Grant. This provision supplements Section 13 of the Nonqualified Stock Option Agreement:
By accepting the grant of the Option, the Participant acknowledges, understands and agrees that:
(a)the Option grant and the Participant’s participation in the Plan shall not create a right to employment and shall not be interpreted as forming or amending an employment contract with any member of the Company Group;
(b)the Option and the Shares subject to the Option, and the income from and value of same, are not intended to replace any pension rights or compensation;
(c)unless otherwise agreed with the Company, the Option and the Shares subject to the Option, and the income from and value of same, are not granted as consideration for, or in connection with, the service the Participant may provide as a director of any member of the Company Group;
(d)for purposes of the Option, the Termination Date shall be the date the Participant is no longer actively providing services to any member of the Company Group (regardless of the reason for such termination and whether or not later to be found invalid or in breach of applicable laws in the jurisdiction where the Participant is employed or the terms of the Participant’s employment agreement, if any), and such date will not be extended by any notice period (e.g., the Participant’s period of service would not include any contractual notice period or any period of “garden leave” or similar period mandated under applicable laws in the jurisdiction where the Participant is employed or the terms of the Participant’s employment agreement, if any); the Committee shall have the exclusive discretion to determine when the Participant is no longer actively providing services for purposes of the Option (including whether the Participant may still be considered to be providing services while on a leave of absence);
(e)unless otherwise provided in the Plan or by the Company in its discretion, the Option and the benefits evidenced by this Agreement do not create any entitlement to have the Option or any such benefits transferred to, or assumed by, another company nor to be
Appendix C - 3

exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the Common Stock; and
(f)no member of the Company Group shall be liable for any foreign exchange rate fluctuation between the Participant’s local currency and the United States Dollar that may affect the value of the Option or of any amounts due to the Participant pursuant to the exercise of the Option or the subsequent sale of any Shares acquired upon exercise.
28.Foreign Asset/Account Reporting; Exchange Controls. The Participant’s country may have certain foreign asset and/or account reporting requirements and/or exchange controls that may affect the Participant’s ability to acquire or hold Shares under the Plan or cash received from participating in the Plan (including from any dividends received or sale proceeds arising from the sale of Shares) in a brokerage or bank account outside the Participant’s country. The Participant may be required to report such accounts, assets or transactions to the tax or other authorities in his or her country. The Participant also may be required to repatriate sale proceeds or other cash received as a result of the Participant’s participation in the Plan to his or her country through a designated bank or broker and/or within a certain time after receipt. The Participant acknowledges that it is his or her responsibility to be compliant with such regulations, and the Participant is advised to consult his or her personal legal advisor for any details.
29.Termination of Employment. This provision supplements Section 6(d) of the Nonqualified Stock Option Agreement:
Notwithstanding any provision of the Agreement, if the Company receives a legal opinion that there has been a legal judgment and/or legal development in the Participant’s jurisdiction that likely would result in the favorable treatment that applies to the Option when the Participant terminates employment as a result of the Participant’s Retirement being deemed unlawful and/or discriminatory, the provisions of Section 6(d) regarding the treatment of the Option when the Participant terminates employment as a result of the Participant’s Retirement shall not be applicable to the Participant and the remaining provisions of this Section 6 shall govern.
30.Compliance with Law. Notwithstanding any provision of the Plan or this Agreement, unless there is an exemption from any registration, qualification or other legal requirement applicable to the Shares, the Company shall not be required to deliver any Shares issuable upon exercise of the Option prior to the completion of any registration or qualification of the Shares under any U.S. or non-U.S. federal, state or local securities or exchange control law or under rulings or regulations of the U.S. Securities and Exchange Commission (“SEC”) or any other governmental regulatory body, or prior to obtaining any approval or other clearance from any U.S. or non-U.S. federal, state or local governmental agency, which registration, qualification or approval the Company shall, in its absolute discretion, deem necessary or advisable. The Participant understands that the Company is under no obligation to register or qualify the Shares with the SEC or any state or non-U.S. securities commission or to seek approval or clearance from any governmental authority for the issuance or sale of the Shares. Further, the Participant agrees that the Company shall have unilateral authority to amend the Agreement without the Participant’s consent, to the extent necessary to comply with securities or other laws applicable to the issuance of Shares.
Appendix C - 4

31.Language. By accepting the Agreement, the Participant acknowledges and represents that the Participant is sufficiently proficient in the English language, or has consulted with an advisor who is sufficiently proficient in English, so as to allow the Participant to understand the terms of the Agreement and any other documents related to the Plan. If the Participant has received a copy of this Agreement (or the Plan or any other document related hereto or thereto) translated into a language other than English, such translated copy is qualified in its entirety by reference to the English version of the Plan, and in the event of any conflict the English version will govern, unless otherwise required by applicable law.
Appendix C - 5

APPENDIX D
HILTON 2017 OMNIBUS INCENTIVE PLAN
NONQUALIFIED STOCK OPTION AGREEMENT
COUNTRY-SPECIFIC TERMS AND CONDITIONS
Capitalized terms used but not otherwise defined herein shall have the meaning given to such terms in the Plan, the Nonqualified Stock Option Agreement and the Terms and Conditions for Non-U.S. Participants.
Terms and Conditions
This Appendix D includes additional terms and conditions that govern the Option if the Participant resides and/or works in one of the countries listed below. If the Participant is a citizen or resident of a country (or is considered as such for local law purposes) other than the one in which the Participant is currently residing and/or working or if the Participant moves to another country after receiving the grant of the Option, the Company will, in its discretion, determine the extent to which the terms and conditions herein will be applicable to the Participant.
Notifications
This Appendix D also includes information regarding exchange controls and certain other issues of which the Participant should be aware with respect to the Participant’s participation in the Plan. The information is based on the securities, exchange control and other laws in effect in the respective countries as of February 2025. Such laws are often complex and change frequently. As a result, the Company strongly recommends that the Participant not rely on the information in this Appendix D as the only source of information relating to the consequences of the Participant’s participation in the Plan because the information may be out of date at the time that the Option is exercised or the Participant sells Shares acquired under the Plan.
In addition, the information contained herein is general in nature and may not apply to the Participant’s particular situation and the Company is not in a position to assure the Participant of a particular result. Accordingly, the Participant should seek appropriate professional advice as to how the relevant laws in the Participant’s country may apply to the Participant’s situation.
If the Participant is a citizen or resident of a country other than the one in which the Participant is currently residing and/or working (or if the Participant is considered as such for local law purposes) or if the Participant moves to another country after receiving the grant of the Option, the information contained herein may not be applicable to the Participant in the same manner.

Appendix D - 1

DATA PRIVACY PROVISIONS FOR PARTICIPANTS
IN ALL COUNTRIES OUTSIDE THE U.S.
Data Privacy Notice for Participants in the European Union / European Economic Area / Switzerland / United Kingdom (“EEA+”)
Pursuant to applicable data protection laws, the Participant is hereby notified that the Company collects, processes, uses and transfers certain personally-identifiable information about the Participant for the exclusive purpose of granting RSUs and implementing, administering and managing the Participant’s participation in the Plan. Specifics of the data processing are described below.
Controller and Representative in the United Kingdom and European Union. Unless stated otherwise below, the Company is the controller responsible for the processing of the Participant’s Personal Data (as defined below) in connection with the Plan.
The Company’s representative in the United Kingdom is:
Hilton UK Hotels Ltd.
Hilton Legal Department
Maple Court, Central Park, Reeds Crescent
Watford, Hertfordshire WD24 4QQ
United Kingdom
Via email: DataProtectionOffice@hilton.com
The Company’s representative in the European Union is:
Hilton International Nederland BV
Amsterdam Hilton
Apollolaan 138
1077 BG
Amsterdam
Netherlands
Via email: DataProtectionOffice@hilton.com
Purposes and Legal Bases of Processing. The Company processes the Personal Data (as defined below) for the purpose of performing its contractual obligations under the Nonqualified Stock Option Agreement, granting Options, implementing, administering and managing the Participant’s participation in the Plan and facilitating compliance with applicable law. The legal basis for the processing of the Personal Data (as defined below) by the Company and the third-party service providers described below is the necessity of the data processing for the Company to perform its contractual obligations under the Nonqualified Stock Option Agreement and for the Company’s legitimate business interests of managing the Plan and generally administering the Option.
Appendix D - 2

Personal Data Subject to Processing. The Company collects, processes and uses the following types of personal data about the Participant: The Participant’s name, home address, email address, date of birth, social insurance, passport number or other identification number, any shares of stock or directorships held in the Company, details of all Options or any other entitlement to Shares awarded, canceled, settled, vested, unvested or outstanding in the Participant’s favor, which the Company receives from the Participant or the Employer (“Personal Data”).
Stock Plan Administration Service Providers. The Company transfers Personal Data to Fidelity Stock Plan Services and certain of its affiliated companies (collectively, “Fidelity”), an independent stock plan administrator with operations, relevant to the Company, in the United States, which assists the Company with the implementation, administration and management of the Plan. In the future, the Company may select different service providers and may share Personal Data with such service providers. The Company’s stock plan administrators will open an account for the Participant to receive and trade Shares. The Participant will be asked to agree on separate terms and data processing practices with the service provider, which is a condition of the Participant’s ability to participate in the Plan. Personal Data will only be accessible by those individuals requiring access to it for purposes of implementing, administering and operating the Participant’s participation in the Plan. The Participant understands that the Participant may request a list with the names and addresses of any potential recipients of Personal Data by contacting Hilton’s Data Protection Officer as follows:
Hilton Office of the Data Protection Officer
7930 Jones Branch Drive
McLean, VA 22102 USA
Via email: DataProtectionOffice@hilton.com
Other Recipients. The Company may further transfer Personal Data to other third party service providers, if necessary to ensure compliance with applicable laws, exercise or defense of legal rights, and archiving, back-up and deletion processes. Such third party service providers may include the Company’s outside legal counsel as well as the Company’s auditor. Wherever possible, the Company will anonymize data, but the Participant understands that his or her Personal Data may need to be transferred to such providers to ensure compliance with applicable law and/or tax requirements.
International Data Transfers. The Company and its service providers, including, without limitation, Fidelity, operate, relevant to the Company, in the United States, which means that it will be necessary for Personal Data to be transferred to, and processed in, the United States. The Participant understands and acknowledges that the United States is not subject to an unlimited adequacy finding by the European Commission and that Personal Data may not have an equivalent level of protection as compared to the Participant’s country of residence. The legal basis for the transfer of the Personal Data to the Company and the third-party service providers described above is the necessity of the data transfer for the Company to perform its contractual obligations under the Agreement.
Appendix D - 3

Data Retention. The Company will use the Personal Data only as long as necessary to implement, administer and manage the Participant’s participation in the Plan, or as required to comply with applicable laws, exercise or defense of legal rights, and archiving, back-up and deletion processes. This means that Personal Data may be retained even after the Termination Date.
Data Subject Rights. To the extent provided by law, the Participant has the right to: (i) request access to and obtain a copy of the Personal Data; (ii) request rectification (or correction) of Personal Data that is inaccurate; (iii) request erasure (or deletion) of Personal Data that is no longer necessary to fulfill the purposes for which it was collected, or does not need to be retained by the Company for other legitimate purposes; (iv) restrict or object to the processing of the Personal Data; and (v) if applicable, request that Personal Data be ported (transferred) to another company.
Subject to the applicable data protection laws, application of the above rights may vary depending on the type of data involved, and the Company’s particular basis for processing the Personal Data.
To receive clarification or make a request to exercise one of the above rights, the Participant can contact Hilton’s Data Protection Officer as follows:
Hilton Office of the Data Protection Officer
7930 Jones Branch Drive
McLean, VA 22102 USA
Via email: DataProtectionOffice@hilton.com
Contractual Requirement. The Participant’s provision of Personal Data, its processing and transfer as described above is a contractual requirement and a condition to the Participant’s ability to participate in the Plan. The Participant understands that, as a consequence of the Participant’s refusing to provide Personal Data, the Company may not be able to allow the Participant to participate in the Plan, grant Options to the Participant or administer or maintain such Options. However, the Participant’s participation in the Plan and his or her acceptance of this Agreement are purely voluntary. While the Participant will not receive Options if he or she decides against participating in the Plan or providing Personal Data as described above, the Participant’s career and salary will not be affected in any way. For more information on the consequences of the refusal to provide Personal Data, the Participant may contact Hilton’s Legal Privacy Office as follows:
Hilton Legal Privacy Office
7930 Jones Branch Drive
McLean, VA 22102, USA
Via email: Privacy@hilton.com
How to Contact Us. For copies of additional privacy documents mentioned in this Agreement, or if the Participant has privacy concerns or questions related to this Agreement,
Appendix D - 4

the Participant may contact the Company at Hilton Legal Privacy Office, 7930 Jones Branch Drive, McLean, VA 22102, USA.
Data Privacy Consent for Participants outside the EEA+ and the U.S.
The Participant acknowledges and agrees to the collection, use and transfer, in electronic or other form, of the Participant’s personal data as described in the Agreement and any other Option grant materials by and among, as applicable, the Company and the Employer, for the exclusive purpose of implementing, administering and managing the Participant’s participation in the Plan. The Participant understands that the Company and the Employer may hold certain personal information about the Participant, including, but not limited to, the Participant’s name, home address, e-mail address, and telephone number, work location and phone number, date of birth, social insurance number, passport or other identification number, salary, nationality, job title, hire date, any shares of stock or directorships held in the Company, details of all awards or any other entitlement to shares awarded, cancelled, exercised, vested, unvested or outstanding in the Participant’s favor, for the purpose of implementing, administering and managing the Participant’s participation in the Plan (“Data”).
The Participant understands that Data will be transferred to Fidelity Stock Plan Services and certain of its affiliated companies (“Fidelity”) which is assisting the Company in the implementation, administration and management of the Plan (or any other third party service provider which may assist the Company in the future), that these recipients may be located in the Participant’s country or elsewhere, and that the recipient’s country may have different data privacy laws and protections than the Participant’s country. The Participant understands that the Participant may request a list with the names and addresses of any potential recipients of the Data by contacting the Participant’s local human resources representative. The Participant authorizes the recipients to receive, possess, use, retain and transfer the Data, in electronic or other form, for the purposes of implementing, administering and managing the Participant’s participation in the Plan. The Participant understands that Data will be held only as long as is necessary to implement, administer and manage the Participant’s participation in the Plan. The Participant understands that the Participant may, at any time, view Data, request additional information about the storage and processing of Data, require any necessary amendments to Data or refuse or withdraw the consents herein, in any case without cost, by contacting in writing the Participant’s local human resources representative.
The Participant understands that the Participant is providing the consents herein on a purely voluntary basis. If the Participant does not consent, or if the Participant later seeks to revoke the Participant’s consent, the Participant’s employment status or service with the Employer will not be affected; the only consequence of the Participant’s refusing or withdrawing the Participant’s consent is that the Company would not be able to grant Options or other equity awards to the Participant or administer or maintain such awards. Therefore, the Participant understands that refusing or withdrawing the Participant’s consent may affect the Participant’s ability to participate in the Plan. For more information on the consequences
Appendix D - 5

of Participant’s refusal to consent or withdrawal of consent, the Participant understands that the Participant may contact the Participant’s local human resources representative.
Finally, the Participant understands that the Company may rely on a different basis for the processing or transfer of Data in the future and/or request that the Participant provide another data privacy consent. If applicable, the Participant agrees that upon request of the Company or the Employer, the Participant will provide an executed acknowledgement or data privacy consent form (or any other agreements or consents) that the Company and/or the Employer may deem necessary to obtain from the Participant for the purpose of administering the Participant’s participation in the Plan in compliance with the data privacy laws in the Participant’s country, either now or in the future. The Participant understands and agrees that the Participant will not be able to participate in the Plan if the Participant fails to provide any such consent or agreement requested by the Company and/or the Employer.
AUSTRALIA
Notifications
Securities Law Information. If the Participant acquires Shares under the Plan and offers the Shares for sale to a person or entity resident in Australia, the offer may be subject to disclosure requirements under Australian law. The Participant should obtain legal advice regarding any applicable disclosure obligations before making any such offer in Australia.
Australian Tax Treatment. The Plan is subject to which Subdivision 83A-C of the Income Tax Assessment Act 1997 (Cth) applies (subject to the conditions in that Act).
CHINA
Terms and Conditions
The following provisions apply if the Participant is subject to exchange control restrictions and regulations in China, including the requirements imposed by the State Administration of Foreign Exchange (“SAFE”), as determined by the Company in its sole discretion:
SAFE Approval Requirement. Notwithstanding any provision in the Agreement, the Option shall not vest nor be exercisable until all necessary exchange control and other approvals from SAFE or its local counterpart have been received by the Company or one of the members of the Company Group in China under applicable exchange control rules with respect to the Plan and the Options granted thereunder. Further, the Company is under no obligation to permit vesting and exercise of the Option or to issue Shares, if SAFE approval is obtained but subsequently becomes invalid or ceases to be in effect by the time the Participant exercises the Option.
Termination of Employment. Notwithstanding any provision in the Agreement, if the Participant’s employment terminates for any reason, the Option will expire ninety (90) days after the Termination Date (or, if earlier, at the expiration of the Option Period). Further,
Appendix D - 6

any Shares held by the Participant at the time of Termination must be sold by the Participant within ninety (90) days after the Termination Date. If not sold by the Participant within such timeframe, the Company will force the sale of the Shares as described in the Restriction on Sale of Shares section below.
Form of Payment for Options. Notwithstanding Section 5 of the Nonqualified Stock Option Agreement, the Participant may pay the Exercise Price only by using a cashless exercise (or same-day sale) exercise procedure whereby the Participant instructs a broker to immediately sell a number of Shares subject to the Option and use the sale proceeds to cover the Exercise Price. The Company reserves the right to provide the Participant with additional methods of payment depending on the development of local law.
Auto Exercise. Due to local regulatory requirements, Section 5(d) of the Agreement shall not apply to the Participant and any Option not exercised by the Participant before the expiration of the Option Period or before the Option expires after a Termination shall be forfeited as of such expiration date.
Restriction on Sale of Shares. Due to local regulatory requirements, the Company reserves the right to force the sale of any Shares issued upon exercise of the Option. The sale may occur (i) immediately upon issuance, (ii) following the Participant’s termination of employment, (iii) following the Participant’s transfer of employment to the Company, or a member of the Company Group outside of China, or (iv) within any other timeframe as the Company determines to be necessary or advisable to comply with local regulatory requirements. The Participant is required to maintain any Shares acquired under the Plan in an account at a broker designated by the Company (“Designated Account”) and any Shares deposited into the Designated Account cannot be transferred out of the Designated Account unless and until they are sold.
In order to facilitate the foregoing, the Company is authorized to instruct its designated broker to assist with the sale of the Shares (on the Participant’s behalf pursuant to this authorization without further consent) and the Participant expressly authorizes the Company’s designated broker to complete the sale of such Shares. The Participant acknowledges that the Company’s designated broker is under no obligation to arrange for the sale of the Shares at any particular price. Upon the sale of the Shares, the Company will pay to the Participant the cash proceeds from the sale, less any brokerage fees or commissions and subject to any obligation to satisfy Tax-Related Items. If the Shares acquired under the Plan are sold, the repatriation requirements described below shall apply.
Employees transferring from outside of China to a member of the Company Group in China and employees transferring from a member of the Company Group in China out of China may become or remain subject to the requirements set forth in this Appendix C, as determined by the Company in its sole discretion.
Dividend Reinvestment. In the event that the Company, in its discretion, declares payment of any cash dividends on Common Stock, the Participant acknowledges and agrees that the Company and/or the designated broker may use such cash dividends to
Appendix D - 7

automatically purchase additional Shares to be issued into the Participant’s brokerage account. Any additional Shares acquired pursuant to the preceding sentence are subject to the same exchange control requirements as other Shares the Participant may hold. Any cash dividends not used to purchase Shares or pay associated costs (e.g., broker fees) will be immediately repatriated to China pursuant to the procedures set by the Company in compliance with SAFE requirements.
Exchange Control Requirement. Pursuant to exchange control requirements in China, the Participant will be required to immediately repatriate to China any cash proceeds from the sale of the Shares acquired under the Plan or the receipt of any dividends paid on such Shares (unless immediately reinvested, as described above). The Participant understands that, under applicable laws, such repatriation of the cash proceeds may need to be effectuated through a special exchange control account established by the Company or a member of the Company Group in China, and the Participant hereby consents and agrees that any proceeds from the sale of Shares or the receipt of dividends may be transferred to such special account prior to being delivered to the Participant. The Participant also understands that the Company will deliver the proceeds to the Participant as soon as possible, but that there may be delays in distributing the funds to the Participant due to exchange control requirements. The Participant understands that the proceeds may be paid to the Participant in U.S. dollars or in local currency, at the Company’s discretion. If the proceeds are paid in U.S. dollars, the Participant will be required to set up a U.S. dollar bank account in China so that the proceeds may be deposited into this account. If the proceeds are paid in local currency, the Company is under no obligation to secure any particular exchange conversion rate and the Company may face delays in converting the proceeds to local currency due to exchange control restrictions.
Finally, the Participant agrees to comply with any other requirements that may be imposed by the Company in the future in order to facilitate compliance with exchange control requirements in China.
INDIA
Notifications
Exchange Control Information. The Participant understands that the Participant must repatriate any proceeds from the sale of Shares acquired under the Plan to India within such period of time as prescribed under applicable Indian exchange control laws, as may be amended from time to time. The Participant will receive a foreign inward remittance certificate (“FIRC”) from the bank where the Participant deposits the foreign currency. The Participant should maintain the FIRC as evidence of the repatriation of funds in the event the Reserve Bank of India or the Employer requests proof of repatriation. It is the Participant’s responsibility to comply with applicable exchange control laws in India. In addition, the Participant may be subject to Tax Collection At Source if the Participant’s annual remittances out of India exceed a certain amount (currently INR 700,000). The Participant may be required to provide a declaration to the bank remitting the funds to determine if such amount has been reached. The Participant also agrees to provide any information that may be required by the Company or the Employer to make any applicable filings under exchange control laws in India.
Appendix D - 8

Foreign Asset/Account Reporting Information. The Participant is required to declare any foreign bank accounts for which the Participant has signing authority in the Participant’s annual tax return. It is the Participant’s responsibility to comply with applicable tax laws in India. The Participant should consult with the Participant’s personal tax advisor to ensure that the Participant is properly reporting the Participant’s foreign assets and bank accounts.
SINGAPORE
Terms and Conditions
Restriction on Sale of Shares. The Option is subject to section 257 of the Singapore Securities and Futures Act (Chapter 289, 2006 Ed.) (“SFA”) and the Participant should not make any subsequent sale in Singapore, or any offer of such subsequent sale of the Shares underlying the Option, unless such sale or offer in Singapore is made: (1) after 6 months of the Date of Grant of the Option to the Participant; or (2) pursuant to the exemptions under Part XIII Division (1) Subdivision (4) (other than section 280) of the SFA.
Notifications
Securities Law Information. The offer of the Plan, the grant of the Option, and the value of any underlying Shares on exercise are being made pursuant to the “Qualifying Person” exemption under section 273(1)(f) of the SFA. The Plan has not been lodged or registered as a prospectus with the Monetary Authority of Singapore.
Director Notification Obligation. Directors, associate directors or shadow directors of a Singapore member of the Company Group are subject to certain notification requirements under the Singapore Companies Act. Among these requirements is an obligation to notify such entity in writing within two business days of any of the following events: (i) the acquisition or disposal of an interest (e.g., Option granted under the Plan or Shares) in the Company or any member of the Company Group, (ii) any change in previously-disclosed interests (e.g., sale of Shares), of (iii) becoming a director, associate director or shadow director of a member of the Company Group in Singapore, if the individual holds such an interest at that time.
SPAIN
Terms and Conditions
No Entitlement for Claims or Compensation. This provision supplements Section 13 of the Nonqualified Stock Option Agreement and Section 2 of the Terms and Conditions for Non-U.S. Participants:
By accepting the Option, the Participant consents to participation in the Plan and acknowledges that the Participant has received a copy of the Plan document.
Appendix D - 9

The Participant understands that the Company has unilaterally, gratuitously and in its sole discretion decided to make grants of Options under the Plan to individuals who may be employees of the Company or other members of the Company Group throughout the world. The decision is limited and entered into based upon the express assumption and condition that (i) any Options will not economically or otherwise bind the Company or any other member of the Company Group, including the Employer, on an ongoing basis, other than as expressly set forth in the Agreement, (ii) the Options shall not become part of any employment contract (whether with the Company or any other member of the Company Group, including the Employer) and shall not be considered a mandatory benefit, salary for any purpose (including severance compensation) or any other right whatsoever; and (iii) unless otherwise expressly set forth in the Agreement, any unvested Options will be forfeited upon the Participant’s termination of employment for any reason, as detailed below. Furthermore, the Participant understands and freely accepts that there is no guarantee that any benefit whatsoever shall arise from the grant of the Option, which is gratuitous and discretionary, since the future value of the Option is unknown and unpredictable.
The Participant understands and agrees that, unless otherwise expressly set forth in the Agreement, the Participant’s termination of employment for any reason (including for the reasons listed below) will automatically result in the cancellation and loss of any Options that may have been granted to the Participant and that were not fully vested on the Termination Date. In particular, the Participant understands and agrees that, unless otherwise expressly set forth in the Agreement, the Option will be cancelled without entitlement to any proceeds or to any amount as indemnification if the Participant terminates employment by reason of, including, but not limited to: resignation, death, disability, retirement, disciplinary dismissal adjudged to be with cause, disciplinary dismissal adjudged or recognized to be without cause, individual or collective layoff on objective grounds, whether adjudged to be with cause or adjudged or recognized to be without cause, material modification of the terms of employment under Article 41 of the Workers’ Statute, relocation under Article 40 of the Workers’ Statute, Article 50 of the Workers’ Statute, unilateral withdrawal by the Employer, and under Article 10.3 of Royal Decree 1382/1985.
The Participant also understands that the grant of the Option would not be made but for the assumptions and conditions set forth hereinabove; thus, the Participant understands, acknowledges and freely accepts that, should any or all of the assumptions be mistaken or any of the conditions not be met for any reason, the grant of the Option shall be null and void.
Notifications
Securities Law Information. The Options do not qualify under Spanish regulations as securities. No “offer of securities to the public”, as defined under Spanish law, has taken place or will take place in the Spanish territory. The Agreement (including Appendix B and this Appendix C) has not been nor will it be registered with the Comisión Nacional del Mercado de Valores,and does not constitute a public offering prospectus.
Foreign Asset/Account Reporting Information. The Participant may be subject to certain tax reporting requirements with respect to rights or assets (including cash in a bank or
Appendix D - 10

brokerage account) held outside of Spain with an aggregate value exceeding a certain threshold (currently €50,000 per type of asset or right) as of December 31 each year. Unvested awards (e.g., the Option) are not considered assets or rights for purposes of this reporting requirement. If applicable, the Participant must report the assets on Form 720 by no later than March 31 following the end of the relevant year. After the assets and/or rights are initially reported, the reporting obligation will apply only if the value of previously-reported assets or rights increases by more than a certain threshold (currently €20,000) as of each subsequent December 31. The Participant should consult with the Participant’s personal advisor to determine the Participant’s obligations in this respect.
Exchange Control Information. The Participant may be required to electronically declare to the Bank of Spain any foreign accounts (including brokerage accounts held abroad), any foreign instruments and any transactions with non-Spanish residents (including any payments of cash made to the Participant by the Company into a U.S. brokerage account) if the balances in such accounts together with the value of such instruments as of December 31, or the volume of transactions with non-Spanish residents during the prior or current year, exceed a certain threshold (currently €1,000,000). Once the threshold has been surpassed in either respect, the Participant will generally be required to report all of the Participant’s foreign accounts, foreign instruments and transactions with non-Spanish residents, even if the relevant threshold has not been crossed for an individual item. The Participant will generally only be required to report on an annual basis.
UNITED ARAB EMIRATES
Notifications
Securities Law Information. Participation in the Plan is being offered only to Eligible Persons and is in the nature of providing equity incentives to Eligible Persons. Any documents related to participation in the Plan, including the Plan, the Agreement and any other grant documents (“Option Documents”), are intended for distribution only to such Eligible Persons and must not be delivered to, or relied on by, any other person. The United Arab Emirates securities or financial/economic authorities have no responsibility for reviewing or verifying any Option Documents and have not approved the Option Documents nor taken steps to verify the information set out in them, and thus, are not responsible for their content.
The securities to which this statement relates may be illiquid and/or subject to restrictions on their resale. Prospective purchasers of the securities offered should conduct their own due diligence on the securities. The Participant is aware that he or she should, as a prospective stockholder, conduct his or her own due diligence on the securities. The Participant acknowledges that if he or she does not understand the contents of the Option Documents, the Participant should consult an authorized financial advisor.
Appendix D - 11

UNITED KINGDOM
Terms and Conditions
Responsibility for Taxes. This provision supplements Section 5(b) of the Nonqualified Stock Option Agreement and Section 1 of the Terms and Conditions for Non-U.S. Participants:
Without limitation to Section 5(b) of the Nonqualified Stock Option Agreement or Section 1 of the Terms and Conditions for Non-U.S. Participants, the Participant agrees that the Participant is liable for all Tax-Related Items and hereby covenants to pay all such Tax-Related Items as and when requested by the Company or the Employer or by HM Revenue and Customs (“HMRC”) (or any other tax authority or any other relevant authority). The Participant also agrees to indemnify and keep indemnified the Company and the Employer against any Tax-Related Items that they are required to pay or withhold or have paid or will pay to HMRC (or any other tax authority or any other relevant authority) on the Participant’s behalf.
Notwithstanding the foregoing, if the Participant is a director or executive officer (within the meaning of Section 13(k) of the Exchange Act), the Participant understands that he or she may not be able to indemnify the Company for the amount of any Tax-Related Items not collected from or paid by the Participant, in case the indemnification could be considered to be a loan. In this case, the Tax-Related Items not collected or paid may constitute a benefit to the Participant on which additional income tax and National Insurance contributions (“NICs”) may be payable. The Participant understands that he or she will be responsible for reporting and paying any income tax due on this additional benefit directly to HMRC under the self-assessment regime and for paying to the Company and/or the Employer (as appropriate) the amount of any NICs due on this additional benefit, which may also be obtained from the Participant by any of the means referred to in Section 5(b) of the Nonqualified Stock Option Agreement or Section 1 of the Terms and Conditions for Non-U.S. Participants.
Appendix D - 12

Exhibit 31.1
CERTIFICATION OF CHIEF EXECUTIVE OFFICER

I, Christopher J. Nassetta, certify that:
    
1.I have reviewed this Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2025 of Hilton Worldwide Holdings Inc.;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a.Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b.Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c.Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d.Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
    
5.The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

a.All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

b.Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.




By:
/s/ Christopher J. Nassetta
Christopher J. Nassetta
President and Chief Executive Officer
(Principal Executive Officer)
April 29, 2025



Exhibit 31.2
CERTIFICATION OF CHIEF FINANCIAL OFFICER

I, Kevin J. Jacobs, certify that:
    
1.I have reviewed this Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2025 of Hilton Worldwide Holdings Inc.;
    
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
    
4.The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
    
a.Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b.Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
    
c.Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
    
d.Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
    
5.The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
    
a.All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
    
b.Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.




By:
/s/ Kevin J. Jacobs
Kevin J. Jacobs
Chief Financial Officer and President, Global Development
(Principal Financial Officer)
April 29, 2025



Exhibit 32.1
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY
ACT OF 2002

In connection with the Quarterly Report on Form 10-Q of Hilton Worldwide Holdings Inc. (the "Company") for the fiscal quarter ended March 31, 2025 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Christopher J. Nassetta, President and Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
    
1.The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2.The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

By:
/s/ Christopher J. Nassetta
Christopher J. Nassetta
President and Chief Executive Officer
(Principal Executive Officer)


April 29, 2025

A signed original of this certification required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement required by Section 906, has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request. The foregoing certification is being furnished solely pursuant to 18 U.S.C. Section 1350 and is not being filed as part of the Report or as a separate disclosure document.




Exhibit 32.2
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY
ACT OF 2002

In connection with the Quarterly Report on Form 10-Q of Hilton Worldwide Holdings Inc. (the "Company") for the fiscal quarter ended March 31, 2025 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Kevin J. Jacobs, Chief Financial Officer and President, Global Development of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
    
1.The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2.The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

By:
/s/ Kevin J. Jacobs
Kevin J. Jacobs
Chief Financial Officer and President, Global Development
(Principal Financial Officer)


April 29, 2025

A signed original of this certification required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement required by Section 906, has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request. The foregoing certification is being furnished solely pursuant to 18 U.S.C. Section 1350 and is not being filed as part of the Report or as a separate disclosure document.


v3.25.1
Document and Entity Information Document - shares
 3 Months Ended
Mar. 31, 2025
Apr. 24, 2025
Entity Information [Line Items]    
Document Type 10-Q  
Document Quarterly Report true  
Document Period End Date Mar. 31, 2025  
Document Transition Report false  
Entity File Number 001-36243  
Entity Registrant Name Hilton Worldwide Holdings Inc.  
Entity incorporation, sate or country code DE  
Entity Tax Identification Number 27-4384691  
Entity Address, Address Line One 7930 Jones Branch Drive  
Entity Address, Address Line Two Suite 1100  
Entity Address, City or Town McLean  
Entity Address, State or Province VA  
Entity Address, Postal Zip Code 22102  
City Area Code 703  
Local Phone Number 883-1000  
Title of 12(b) Security Common Stock, $0.01 par value per share  
Trading Symbol HLT  
Security Exchange Name NYSE  
Entity Current Reporting Status Yes  
Entity Interactive Data Current Yes  
Entity Filer Category Large Accelerated Filer  
Entity Small Business false  
Entity Emerging Growth Company false  
Entity Shell Company false  
Entity common stock shares outstanding   237,699,736
Entity Central Index Key 0001585689  
Current Fiscal Year End Date --12-31  
Document Fiscal Year Focus 2025  
Document Fiscal Period Focus Q1  
Amendment Flag false  
v3.25.1
Condensed Consolidated Balance Sheets - USD ($)
$ in Millions
Mar. 31, 2025
Dec. 31, 2024
Current Assets:    
Cash and cash equivalents $ 731 $ 1,301
Restricted cash and cash equivalents 76 75
Accounts Receivable, after Allowance for Credit Loss, Current 1,575 1,583
Prepaid expenses 234 193
Other 148 120
Assets, Current, Total 2,764 3,272
Intangibles and Other Assets:    
Goodwill 5,049 5,035
Brands 5,000 4,990
Operating lease right-of-use assets 565 567
Property and equipment, net 420 411
Deferred income tax assets 318 318
Other 495 500
Assets, Noncurrent, Total 13,279 13,250
Total assets 16,043 16,522
Current Liabilities:    
Accounts payable, accrued expenses and other 2,160 2,124
Current maturities of long-term debt [1] 535 535
Current portion of deferred revenues 660 664
Liabilities, Current, Total 4,835 4,700
Long-term debt 10,617 10,616
Operating lease liabilities 728 735
Deferred revenues 1,311 1,300
Deferred income tax liabilities 296 322
Other 956 941
Liabilities, Total 20,382 20,211
Commitments and contingencies – see Note 12
Redeemable Noncontrolling Interests 16 17
Equity (Deficit):    
Common stock, $0.01 par value; 10,000,000,000 authorized shares, 238,784,867 outstanding as of March 31, 2025 and 241,806,421 outstanding as of December 31, 2024 3 3
Treasury stock, at cost; 97,751,321 shares as of March 31, 2025 and 94,087,917 shares as of December 31, 2024 (12,154) (11,256)
Additional paid-in capital 11,101 11,130
Accumulated deficit (2,559) (2,822)
Accumulated other comprehensive loss (769) (782)
Total Hilton stockholders' deficit (4,378) (3,727)
Noncontrolling interests 23 21
Total deficit (4,355) (3,706)
TOTAL LIABILITIES, REDEEMABLE NONCONTROLLING INTERESTS AND EQUITY (DEFICIT) 16,043 16,522
Management and franchise    
Intangibles and Other Assets:    
Management and franchise contracts, net 1,238 1,235
Other    
Intangibles and Other Assets:    
Management and franchise contracts, net 194 194
Guest Loyalty Program    
Current Liabilities:    
Current portion of liability for guest loyalty program 1,480 1,377
Liability for guest loyalty program $ 1,639 $ 1,597
[1] Represents current maturities of finance lease liabilities and the 5.375% Senior Notes due 2025 (the "May 2025 Senior Notes"). We believe that we have sufficient sources of liquidity and access to debt financing to address the current maturities of long-term debt at or prior to the respective maturity dates.
v3.25.1
Condensed Consolidated Balance Sheets (Parentheticals) - USD ($)
$ in Millions
Mar. 31, 2025
Dec. 31, 2024
Statement of Financial Position [Abstract]    
Allowance for credit losses $ 159 $ 145
Total current assets of variable interest entities 69 71
Total intangibles and other assets of variable interest entities 105 100
Total current liabilities of variable interest entities 52 51
Total liabilities of variable interest entities $ 108 $ 110
Common stock, par value (per share) $ 0.01 $ 0.01
Common stock, authorized shares 10,000,000,000 10,000,000,000
Common stock, outstanding shares 238,784,867 241,806,421
Treasury stock, shares 97,751,321 94,087,917
v3.25.1
Condensed Consolidated Statements of Operations - USD ($)
$ in Millions
 3 Months Ended
Mar. 31, 2025
Mar. 31, 2024
Revenues $ 2,695 $ 2,573
Ownership expenses 239 247
Depreciation and amortization expenses 41 36
General and Administrative Expense 94 104
Other Expenses 26 30
Total expenses excluding reimbursable expenses 400 417
Reimbursed expenses [1] 1,759 1,630
Costs and Expenses, Total 2,159 2,047
Gain on sales of assets, net 0 7
Operating income (loss) 536 533
Interest expense 145 131
Gain (loss) on foreign currency transactions 2 (1)
Other non-operating income (loss), net 17 (36)
Income (Loss) from Continuing Operations before Income Taxes, Noncontrolling Interest, Total 410 365
Income tax expense (110) (97)
Net Income (Loss), Including Portion Attributable to Noncontrolling Interest, Total 300 268
Net loss (income) attributable to redeemable and nonredeemable noncontrolling interests 0 (3)
Net Income (Loss) Attributable to Parent, Total $ 300 $ 265
Basic EPS:    
Earnings (loss) per share, basic (USD per share) $ 1.25 $ 1.05
Diluted EPS:    
Earnings (loss) per share, diluted (USD per share) 1.23 1.04
Cash dividends declared per share $ 0.15 $ 0.15
Total revenues excluding reimbursable revenues    
Revenues $ 1,065 $ 1,052
Franchise and licensing fees    
Revenues 625 571
Base and other management fees    
Revenues 88 106
Incentive management fees    
Revenues 72 70
Hotel, Owned    
Revenues 234 255
Other revenues    
Revenues 46 50
Cost reimbursement revenues    
Revenues $ 1,630 $ 1,521
[1] Amounts include results from the operation of programs conducted for the benefit of property owners and exclude cash receipts recorded as deferred revenues on our condensed consolidated balance sheets related to these programs. Under the terms of the related contracts, we do not operate these programs to generate a profit and have contractual rights to adjust future collections to recover prior period expenditures.
v3.25.1
Condensed Consolidated Statements of Comprehensive Income (Loss) - USD ($)
$ in Millions
 3 Months Ended
Mar. 31, 2025
Mar. 31, 2024
Statement of Comprehensive Income [Abstract]    
Net income (loss) $ 300 $ 268
Other Comprehensive Income (Loss), Net of Tax [Abstract]    
Currency translation adjustment, net of tax [1] 27 (27)
Pension liability adjustment, net of tax 2 2
Cash flow hedge adjustment, net of tax (15) 7
Total other comprehensive income (loss) 14 (18)
Comprehensive income 314 250
Comprehensive loss (income) attributable to redeemable and nonredeemable noncontrolling interests (1) (3)
Comprehensive income attributable to Hilton stockholders $ 313 $ 247
[1] Amount was less than $1 million.
v3.25.1
Condensed Consolidated Statement of Comprehensive Income (Loss) (Parentheticals) - USD ($)
$ in Millions
 3 Months Ended
Mar. 31, 2025
Mar. 31, 2024
Statement of Comprehensive Income [Abstract]    
Currency translation adjustment, tax benefit (expense) $ 0 [1] $ 4
Pension liability adjustment, tax expense (1) (1)
Cash flow hedge adjustment, tax benefit (expense) $ 5 $ (2)
[1] Amount was less than $1 million.
v3.25.1
Condensed Consolidated Statements of Cash Flows - USD ($)
$ in Millions
 3 Months Ended
Mar. 31, 2025
Mar. 31, 2024
Operating Activities:    
Net income (loss) $ 300 $ 268
Adjustments to reconcile net income to net cash provided by operating activities:    
Amortization of contract acquisition costs 14 12
Depreciation and amortization expenses 41 36
Gain on sales of assets, net 0 (7)
Loss (gain) on foreign currency transactions (2) 1
Share-based compensation expense 36 41
Deferred income taxes (21) (30)
Contract acquisition costs, net of refunds (30) (37)
Increase (Decrease) in Deferred Revenue 7 31
Working capital changes and other (38) (78)
Net cash provided by operating activities 452 346
Investing Activities:    
Capital expenditures for property and equipment (19) (16)
Settlements of undesignated derivative financial instruments (9) 0
Proceeds from asset dispositions 0 8
Capitalized software costs (21) (18)
Investments in unconsolidated affiliates (1) (1)
Net cash used in investing activities (50) (27)
Financing Activities:    
Borrowings 0 1,200
Repayment of debt (10) (209)
Debt issuance costs 0 (13)
Dividends paid (37) (39)
Repurchases of common stock (875) (666)
Share-based compensation tax withholdings (71) (69)
Proceeds from share-based compensation 9 20
Settlements of interest rate swap with financing component 10 14
Net cash provided by (used in) financing activities (974) 238
Effect of exchange rate changes on cash, restricted cash and cash equivalents 3 (12)
Net increase (decrease) in cash, restricted cash and cash equivalents (569) 545
Cash, restricted cash and cash equivalents, beginning of period 1,376 875
Cash, restricted cash and cash equivalents, end of period 807 1,420
Guest Loyalty Program    
Adjustments to reconcile net income to net cash provided by operating activities:    
Increase (Decrease) in Contract with Customer, Liability $ 145 $ 109
v3.25.1
Organization and Basis of Presentation
 3 Months Ended
Mar. 31, 2025
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
Organization and Basis of Presentation Organization and Basis of Presentation
Organization

Hilton Worldwide Holdings Inc. (the "Parent," or together with its subsidiaries, "Hilton," "we," "us," "our" or the "Company"), a Delaware corporation, is one of the largest global hospitality companies and is engaged in managing, franchising, owning and leasing hotels and resorts, and licensing its intellectual property ("IP"), including brand names, trademarks and service marks.

Basis of Presentation

The accompanying condensed consolidated financial statements for the three months ended March 31, 2025 and 2024 have been prepared in accordance with United States ("U.S.") generally accepted accounting principles ("GAAP") and are unaudited. We have condensed or omitted certain disclosures normally included in annual financial statements presented in accordance with GAAP; however, we believe the disclosures made are adequate to prevent the information presented from being misleading. These financial statements should be read in conjunction with the consolidated financial statements and notes thereto in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024.

During the three months ended March 31, 2025, we revised the captions of certain financial statement line items presented in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024. The revisions to our condensed consolidated statement of operations included: (i) changing owned and leased hotels revenues and owned and leased hotels expenses to ownership revenues and ownership expenses, respectively; and (ii) changing other revenues from managed and franchised properties and other expenses from managed and franchised properties to cost reimbursement revenues and reimbursed expenses, respectively. The significant accounting policies for revenues and expenses recognized in each respective line item did not change, and prior period amounts are presented on the same basis as amounts for the three months ended March 31, 2025.
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported and, accordingly, ultimate results could differ from those estimates. Additionally, interim results are not necessarily indicative of full year performance. In our opinion, the accompanying condensed consolidated financial statements reflect all adjustments, including normal recurring items, considered necessary for a fair presentation of the interim periods. All material intercompany transactions have been eliminated in consolidation.
v3.25.1
Acquisitions
 3 Months Ended
Mar. 31, 2025
Business Combination, Asset Acquisition, Transaction between Entities under Common Control, and Joint Venture Formation [Abstract]  
Acquisitions Acquisitions
Graduate by Hilton

In May 2024, we completed the acquisition of the Graduate brand for a total purchase price of $210 million, $200 million of which we paid in cash upon closing. The remaining amount was included in accounts payable, accrued expenses and other in our condensed consolidated balance sheet as of March 31, 2025. We accounted for the transaction as an asset acquisition and recorded an indefinite-lived brand intangible asset of $122 million and franchise contract intangible assets of $91 million.

NoMad

In April 2024, we acquired a controlling financial interest in both Sydell Hotels & Resorts, LLC and Sydell Holding Company UK Ltd (collectively, the "Sydell Group"), which owns the NoMad brand. We accounted for the transaction as a business combination and recognized an indefinite-lived brand intangible asset with a fair value of $48 million and management contract intangible assets with an aggregate fair value of $8 million.

Our redeemable noncontrolling interests relate to our interest in the Sydell Group. The Sydell Group's governing documents contain put options that give the noncontrolling interest holders the right to sell their equity interests to us beginning in the second quarter of 2030, as well as call options that give us the right to purchase the remaining equity interests beginning in the second quarter of 2032. The exercise price of the put and call options is based on a multiple of the Sydell Group's earnings as of the date that such option would be exercised.
v3.25.1
Revenues from Contracts with Customers
 3 Months Ended
Mar. 31, 2025
Revenue from Contract with Customer [Abstract]  
Revenues from Contracts with Customers Revenues from Contracts with Customers
Contract Liabilities

The following table summarizes the activity of our contract liabilities, which are classified as components of current and long-term deferred revenues, during the three months ended March 31, 2025:

(in millions)
Balance as of December 31, 2024
$1,829 
Cash received in advance and not recognized as revenue
211 
Revenue recognized(1)
(78)
Other(2)
(113)
Balance as of March 31, 2025
$1,849 
____________
(1)Primarily related to Hilton Honors, our guest loyalty program, including co-branded credit card arrangements.
(2)Primarily represents the changes in estimated transaction prices for our performance obligations related to the issuance of Hilton Honors points, which had no effect on revenues.

Performance Obligations

As of March 31, 2025, deferred revenues for unsatisfied performance obligations consisted of: (i) $1,042 million related to Hilton Honors that will be recognized as revenue over approximately the next two years; (ii) $790 million related to advance consideration received from hotel owners for application, initiation and other fees and system implementation fees; and (iii) $17 million related to other obligations. These performance obligations are recognized as revenue as discussed in Note 2: "Basis of Presentation and Summary of Significant Accounting Policies" in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024.
v3.25.1
Consolidated Variable Interest Entities
 3 Months Ended
Mar. 31, 2025
Consolidated Variable Interest Entities Disclosure [Abstract]  
Consolidated Variable Interest Entities Consolidated Variable Interest Entities
As of March 31, 2025 and December 31, 2024, we consolidated two variable interest entities ("VIEs") that each lease one hotel property, both of which are located in Japan, and for which the assets are only available to settle the obligations of the respective entities and the liabilities of the respective entities are non-recourse to us. We consolidated these VIEs since we are the primary beneficiary, having the power to direct the activities that most significantly affect their economic performance. Additionally, we have the obligation to absorb losses and the right to receive benefits that could be significant to each of the VIEs individually.

Our condensed consolidated balance sheets include the assets and liabilities of these entities, including the effect of foreign currency translation, which primarily comprised the following:

March 31,December 31,
20252024
(in millions)
Cash and cash equivalents$52 $53 
Accounts receivable, net14 16 
Property and equipment, net42 40 
Deferred income tax assets22 21 
Other non-current assets40 39 
Accounts payable, accrued expenses and other36 36 
Long-term debt(1)
64 65 
____________
(1)Represents finance lease liabilities; includes current maturities of $14 million and $13 million as of March 31, 2025 and December 31, 2024, respectively.
v3.25.1
Debt
 3 Months Ended
Mar. 31, 2025
Debt Disclosure [Abstract]  
Debt Debt
Long-term debt balances, including obligations for finance leases, and associated interest rates and maturities as of March 31, 2025, were as follows:

March 31,December 31,
20252024
(in millions)
Senior secured term loan facility with a rate of 6.07%, due 2030
$3,119 $3,119 
Senior notes with a rate of 5.375%, due 2025(1)
500 500 
Senior notes with a rate of 4.875%, due 2027(1)
600 600 
Senior notes with a rate of 5.750%, due 2028(1)
500 500 
Senior notes with a rate of 5.875%, due 2029(1)
550 550 
Senior notes with a rate of 3.750%, due 2029(1)
800 800 
Senior notes with a rate of 4.875%, due 2030(1)
1,000 1,000 
Senior notes with a rate of 4.000%, due 2031(1)
1,100 1,100 
Senior notes with a rate of 3.625%, due 2032(1)
1,500 1,500 
Senior notes with a rate of 6.125%, due 2032(1)
450 450 
Senior notes with a rate of 5.875%, due 2033(1)
1,000 1,000 
Finance lease liabilities with a weighted average rate of 6.05%, due 2025 to 2030(2)
115 117 
11,234 11,236 
Less: unamortized deferred financing costs and discount
(82)(85)
Less: current maturities of long-term debt(3)
(535)(535)
$10,617 $10,616 
____________
(1)These notes are collectively referred to as the Senior Notes and are jointly and severally guaranteed on a senior unsecured basis by the Parent and substantially all of its direct and indirect wholly owned domestic restricted subsidiaries, other than Hilton Domestic Operating Company Inc. ("HOC"), an indirect wholly owned subsidiary of the Parent and the issuer of all of the series of Senior Notes.
(2)Includes long-term debt of our consolidated VIEs. Refer to Note 4: "Consolidated Variable Interest Entities" for additional information.
(3)Represents current maturities of finance lease liabilities and the 5.375% Senior Notes due 2025 (the "May 2025 Senior Notes"). We believe that we have sufficient sources of liquidity and access to debt financing to address the current maturities of long-term debt at or prior to the respective maturity dates.

Our senior secured credit facilities consist of a senior secured revolving credit facility (the "Revolving Credit Facility") and senior secured term loan facilities (the "Term Loans"). The obligations under our senior secured credit facilities are unconditionally and irrevocably guaranteed by the Parent and substantially all of its direct and indirect wholly owned domestic restricted subsidiaries, other than HOC, the named borrower under the senior secured credit facilities.

No borrowings were outstanding under the Revolving Credit Facility as of March 31, 2025, which had an available borrowing capacity of $1,908 million after considering $92 million of outstanding letters of credit.

In April 2025, we issued notice to borrow $500 million under the Revolving Credit Facility and plan to use the proceeds, together with available cash, to repay, at maturity, all $500 million in aggregate principal amount of the May 2025 Senior Notes, plus accrued and unpaid interest.
v3.25.1
Fair Value Measurements
 3 Months Ended
Mar. 31, 2025
Fair Value Disclosures [Abstract]  
Fair Value Measurements Fair Value Measurements
The fair values of certain financial instruments and the hierarchy level we used to estimate the fair values are shown below:

March 31, 2025
Hierarchy Level
Carrying Value(1)
Level 1Level 2Level 3
(in millions)
Assets:
Interest rate swap$33 $— $33 $— 
Liabilities:
Long-term debt(2)
11,119 7,618 — 3,135 

December 31, 2024
Hierarchy Level
Carrying Value(1)
Level 1Level 2Level 3
(in millions)
Assets:
Interest rate swap$45 $— $45 $— 
Liabilities:
Long-term debt(2)
11,119 7,560 — 3,140 
____________
(1)The fair values of cash equivalents and restricted cash equivalents approximate their carrying values due to their short-term maturities. The fair values of all other financial instruments not included in these tables are estimated to be equal to their carrying values.
(2)The carrying values and fair values exclude the deduction for unamortized deferred financing costs and any applicable discounts, as well as all finance lease liabilities; refer to Note 5: "Debt" for additional information.

We measured our interest rate swap at fair value, which was determined using a discounted cash flow analysis that reflects the contractual terms of the interest rate swap, including the period to maturity, and uses observable market-based inputs of similar instruments, including interest rate curves, as applicable.
v3.25.1
Income Taxes
 3 Months Ended
Mar. 31, 2025
Income Tax Disclosure [Abstract]  
Income Taxes Income Taxes
At the end of each quarter, we estimate the effective income tax rate expected to be applied for the full year. The effective income tax rate is determined by the level and composition of income (loss) before income taxes, which is subject to federal, state, local and foreign income taxes.
v3.25.1
Share-Based Compensation
 3 Months Ended
Mar. 31, 2025
Share-Based Payment Arrangement [Abstract]  
Share-Based Compensation Share-Based Compensation
Our share-based compensation primarily consists of awards that we grant to eligible employees under the Hilton 2017 Omnibus Incentive Plan (the "2017 Plan") and includes time-vesting restricted stock units ("RSUs"), nonqualified stock options ("options") and performance-vesting RSUs ("performance shares"). We recognized share-based compensation expense of $36 million and $41 million during the three months ended March 31, 2025 and 2024, respectively, which included amounts reimbursed by hotel owners.

RSUs

During the three months ended March 31, 2025, we granted 376,000 RSUs with a grant date fair value per share of $259.10, which vest in equal annual installments over two or three years from the date of grant.

Options

During the three months ended March 31, 2025, we granted 204,000 options with an exercise price per share of $259.10, which vest in equal annual installments over three years from the date of grant and terminate 10 years from the date of grant or earlier if the individual’s service terminates under certain circumstances.
The grant date fair value per share of the options granted during the three months ended March 31, 2025 was $93.02, which was determined using the Black-Scholes-Merton option-pricing model with the following assumptions:

Expected volatility(1)
28.63 %
Dividend yield(2)
0.24 %
Risk-free rate(3)
4.20 %
Expected term (in years)(4)
6.0
____________
(1)Estimated using a blended approach of historical and implied volatility. Historical volatility is based on the historical movement of Hilton's stock price for a period that corresponds to the expected term of the option.
(2)Estimated based on the expected quarterly dividend and the three-month average stock price at the date of grant.
(3)Based on the yield of a U.S. Department of Treasury instrument with a similar expected term of the options at the date of grant.
(4)Estimated using the midpoint of the vesting period and the contractual term of the options as we do not have sufficient historical share option exercise data to estimate the term of the options.

Performance Shares

During the three months ended March 31, 2025, we granted 147,000 performance shares with a grant date fair value per share of $259.10, which vest three years from the date of grant based on the achievement of various performance measures.

As of March 31, 2025, we determined that all of the performance measures for all outstanding performance shares granted in 2023, 2024 and 2025 were probable of achievement, with the average of the applicable achievement factors estimated to be between the target and maximum achievement percentages for the performance shares granted in 2023, nearly at the target achievement percentage for performance shares granted in 2024 and at the target achievement percentage for the performance shares granted in 2025.
v3.25.1
Earnings (Loss) Per Share
 3 Months Ended
Mar. 31, 2025
Earnings Per Share [Abstract]  
Earnings (Loss) Per Share Earnings Per Share
The following table presents the calculation of basic and diluted earnings per share ("EPS"):

Three Months Ended
March 31,
20252024
(in millions,
except per share amounts)
Basic EPS:
Numerator:
Net income attributable to Hilton stockholders
$300 $265 
Denominator:
Weighted average shares outstanding240 252 
Basic EPS$1.25 $1.05 
Diluted EPS:
Numerator:
Net income attributable to Hilton stockholders
$300 $265 
Denominator:
Weighted average shares outstanding(1)
243 255 
Diluted EPS$1.23 $1.04 
____________
(1)Amounts for both periods include less than 1 million shares related to share-based compensation that were excluded from the calculations of diluted EPS because their effect would have been anti-dilutive under the treasury stock method.
v3.25.1
Noncontrolling Interests, Stockholders' Equity (Deficit) and Accumulated Other Comprehensive Loss
 3 Months Ended
Mar. 31, 2025
Stockholders' Equity Note [Abstract]  
Noncontrolling Interests, Stockholders' Equity (Deficit) and Accumulated Other Comprehensive Loss Noncontrolling Interests, Stockholders' Equity (Deficit) and Accumulated Other Comprehensive Loss
The following tables present the changes in the redeemable and nonredeemable noncontrolling interests and the components of stockholders' equity (deficit) attributable to Hilton stockholders:

Three Months Ended March 31, 2025
Redeemable Noncontrolling InterestsTreasury StockAdditional
Paid-in
Capital		Accumulated DeficitAccumulated
Other
Comprehensive
Loss
Common StockNoncontrolling
Interests
Total Deficit
SharesAmount
(in millions)
(in millions)
Balance as of December 31, 2024$17 241.8 $3 $(11,256)$11,130 $(2,822)$(782)$21 $(3,706)
Net income (loss)
(1)— — — — 300 — 1 301 
Other comprehensive income
— — — — — — 13 1 14 
Dividends
— — — — — (37)— — (37)
Repurchases of common stock
— (3.7)— (898)— — — — (898)
Share-based compensation
— 0.7 — — (29)— — — (29)
Balance as of March 31, 2025$16 238.8 $3 $(12,154)$11,101 $(2,559)$(769)$23 $(4,355)

Three Months Ended March 31, 2024
Treasury StockAdditional
Paid-in
Capital		Accumulated DeficitAccumulated
Other
Comprehensive
Loss
Common StockNoncontrolling
Interests
Total Deficit
SharesAmount
(in millions)
Balance as of December 31, 2023253.5 $3 $(8,393)$10,968 $(4,207)$(731)$13 $(2,347)
Net income— — — — 265 — 3 268 
Other comprehensive loss
— — — — — (18)— (18)
Dividends— — — — (39)— — (39)
Repurchases of common stock
(3.4)— (667)— — — — (667)
Share-based compensation
0.9 — — (14)— — — (14)
Balance as of March 31, 2024251.0 $3 $(9,060)$10,954 $(3,981)$(749)$16 $(2,817)

The changes in the components of accumulated other comprehensive loss, net of taxes, were as follows:

Currency Translation Adjustment(1)
Pension Liability Adjustment(2)
Cash Flow Hedge Adjustment(3)
Total
(in millions)
Balance as of December 31, 2024$(591)$(240)$49 $(782)
Other comprehensive income (loss) before reclassifications
26 — (4)22 
Amounts reclassified from accumulated other comprehensive loss
— 2 (11)(9)
Net other comprehensive income (loss)
26 2 (15)13 
Balance as of March 31, 2025$(565)$(238)$34 $(769)
Currency Translation Adjustment(1)
Pension Liability Adjustment(2)
Cash Flow Hedge Adjustment(3)
Total
(in millions)
Balance as of December 31, 2023$(539)$(262)$70 $(731)
Other comprehensive income (loss) before reclassifications
(27)— 20 (7)
Amounts reclassified from accumulated other comprehensive loss
— 2 (13)(11)
Net other comprehensive income (loss)
(27)2 7 (18)
Balance as of March 31, 2024$(566)$(260)$77 $(749)
____________
(1)Includes net investment hedge gains and intra-entity foreign currency transactions that are of a long-term investment nature.
(2)Amounts reclassified relate to the amortization of prior service cost and amortization of net loss and were recognized in other non-operating income (loss), net in our condensed consolidated statements of operations.
(3)Amounts reclassified were the result of hedging instruments, primarily comprising interest rate swaps, with related amounts recognized in interest expense in our condensed consolidated statements of operations. Amounts reclassified also related to foreign currency forward contracts that hedge our foreign currency denominated fees, with related amounts recognized in various revenue line items, as applicable, in our condensed consolidated statements of operations.
v3.25.1
Business Segments
 3 Months Ended
Mar. 31, 2025
Segment Reporting [Abstract]  
Business Segments Business Segments
We are a hospitality company with operations organized in two distinct operating segments: (i) management and franchise and (ii) ownership, each of which is reported as a segment based on (a) delivering a similar set of products and services and
(b) being managed separately given its distinct economic characteristics.

The management and franchise segment includes all of the hotels we manage for third-party owners, as well as all properties that license our IP, and/or use our booking channels and related programs, and where we provide other contracted services, but the day-to-day services of the hotels are operated or managed by someone other than us. Revenues from this segment include: (i) management and franchise fees charged to third-party hotel owners; (ii) licensing fees from our strategic partners, including co-branded credit card providers and third-party hotels we do not manage or franchise but that use our booking channels and related programs ("strategic partner hotels"), and Hilton Grand Vacations Inc. ("HGV"); and (iii) fees for managing the hotels in our ownership segment. The ownership segment primarily derives revenues from nightly hotel room sales, food and beverage sales and other services at our consolidated hotels.

Our President and Chief Executive Officer is our chief operating decision maker ("CODM"). Our CODM uses Adjusted EBITDA to evaluate the performance of our operating segments. Adjusted EBITDA is calculated as net income (loss), excluding interest expense, a provision for income tax benefit (expense) and depreciation and amortization expenses, as well as gains, losses, revenues and expenses in connection with: (i) asset dispositions for both consolidated and unconsolidated investments; (ii) foreign currency transactions; (iii) debt restructurings and retirements; (iv) furniture, fixtures and equipment ("FF&E") replacement reserves required under certain lease agreements; (v) share-based compensation; (vi) reorganization, severance, relocation and other expenses; (vii) non-cash impairment; (viii) amortization of contract acquisition costs; (ix) cost reimbursement revenues and reimbursed expenses; and (x) other items. Our CODM uses Adjusted EBITDA to evaluate the trends of our segments over time and monitor the segments in light of the performance of our industry and competitors to determine how to allocate capital resources, including contract acquisition costs and capital expenditures. Our CODM does not use assets by operating segment when assessing performance or making operating segment resource allocations. We previously were required to report segment profitability based on segment operating income (loss) as such measure was also regularly provided to our CODM. Beginning in the fourth quarter of 2024, segment operating income (loss) was no longer included in regular reporting provided to the CODM, and, as a result, our reported measure of segment profit (loss) changed to Adjusted EBITDA. The change in our reported measure of segment profit (loss) did not change the identification of our reportable segments from prior periods. Prior period amounts presented are measured on the same basis as amounts for the three months ended March 31, 2025.
The following table presents revenues for our reportable segments, reconciled to consolidated amounts:

Three Months Ended
March 31,
20252024
(in millions)
Franchise and licensing fees$631 $576 
Base and other management fees(1)
101 119 
Incentive management fees72 70 
Management and franchise804 765 
Ownership234 255 
Segment revenues1,038 1,020 
Amortization of contract acquisition costs(14)(12)
Other revenues46 50 
Cost reimbursement revenues
1,630 1,521 
Intersegment fees elimination(1)
(5)(6)
Total revenues$2,695 $2,573 
____________
(1)Includes management, royalty and IP fees charged to consolidated hotels in our ownership segment by our management and franchise segment, which were eliminated in our condensed consolidated statements of operations.
The following table presents Adjusted EBITDA for our reportable segments, reconciled to consolidated income before income taxes:

Three Months Ended
March 31,
20252024
(in millions)
Management and franchise(1)(2)
$804 $765 
Ownership(1)(2)
8 15 
Segment Adjusted EBITDA
812 780 
Corporate and other(3)
(17)(30)
Interest expense(145)(131)
Depreciation and amortization expenses(41)(36)
Gain on sales of assets, net— 7 
Gain (loss) on foreign currency transactions2 (1)
Loss on debt guarantees(4)
— (47)
FF&E replacement reserves(13)(11)
Share-based compensation expense(36)(41)
Amortization of contract acquisition costs(14)(12)
Cost reimbursement revenues(5)
1,630 1,521 
Reimbursed expenses(5)
(1,759)(1,630)
Other adjustments(6)
(9)(4)
Income before income taxes$410 $365 
____________
(1)Includes management, royalty and IP fees charged to consolidated hotels in our ownership segment by our management and franchise segment, which were eliminated in our condensed consolidated statements of operations.
(2)No expenses are allocated to the management and franchise segment. For the ownership segment, rent expense is the significant expense regularly provided to the CODM; rent expense for the three months ended March 31, 2025 and 2024 was $41 million and $42 million, respectively, and total other expenses were $186 million and $200 million for the three months ended March 31, 2025 and 2024, respectively, comprising (i) room expenses; (ii) food and beverage costs; (iii) property expenses; and (iv) other support costs. Ownership segment Adjusted EBITDA also includes income (loss) from hotels owned or leased by entities in which we own a noncontrolling financial interest.
(3)Amounts primarily include general and administrative expenses, excluding share-based compensation expense, and expenses related to our purchasing operations.
(4)Amount includes losses on debt guarantees for certain hotels that we manage; refer to Note 12: "Commitments and Contingencies" for additional information.
(5)Amounts include results from the operation of programs conducted for the benefit of property owners and exclude cash receipts recorded as deferred revenues on our condensed consolidated balance sheets related to these programs. Under the terms of the related contracts, we do not operate these programs to generate a profit and have contractual rights to adjust future collections to recover prior period expenditures.
(6)Amount for the three months ended March 31, 2025 includes restructuring costs related to one of our leased properties. Amount for the three months ended March 31, 2024 primarily relates to transaction costs incurred for acquisitions. Amounts for both periods include net losses (gains) related to certain of our investments in unconsolidated affiliates, severance and other items.
v3.25.1
Commitments and Contingencies
 3 Months Ended
Mar. 31, 2025
Commitments and Contingencies Disclosure [Abstract]  
Commitments and Contingencies Commitments and Contingencies
Although we include performance clauses in certain of our management contracts, most of these clauses do not require us to fund shortfalls but instead allow the owner to terminate the contract if specified operating performance levels are not achieved. In limited cases, we are obligated to fund performance shortfalls and our obligations under these guarantees in future periods are dependent on the operating performance level of the related hotel over the remaining term of the performance guarantee for that hotel. As of March 31, 2025, we had performance guarantees with expirations ranging from 2025 to 2043 and possible cash outlays totaling $23 million.

We also have extended debt guarantees and provided letters of credit to owners of certain hotels that we currently or in the future will manage or franchise. During the three months ended March 31, 2024, we recognized $47 million of losses in other non-operating loss, net in our condensed consolidated statement of operations and paid $62 million for debt guarantees extended to certain hotels we manage. Our debt guarantees and letters of credit as of March 31, 2025 had expirations ranging from 2031 to 2033 and remaining possible cash outlays totaling $45 million.

The performance and debt guarantees create variable interests in the ownership entities of the related hotels, of which we are not the primary beneficiary.
We receive program fees from property owners and strategic partners that are used to operate our Hilton Honors program, marketing, sales and brands programs and other shared services on behalf of property owners. If we collect amounts in excess of amounts expended, we have a commitment to spend these amounts on the related programs.

We are involved in various claims and lawsuits arising in the ordinary course of business, some of which include claims for substantial sums. While the ultimate results of claims and litigation cannot be predicted with certainty, we expect that the ultimate resolution of all pending or threatened claims and litigation as of March 31, 2025 will not have a material adverse effect on our consolidated financial position, results of operations or cash flows.
v3.25.1
Supplemental Disclosures of Cash Flow Information
 3 Months Ended
Mar. 31, 2025
Supplemental Cash Flow Elements [Abstract]  
Supplemental Disclosures of Cash Flow Information Supplemental Disclosures of Cash Flow Information
Cash interest paid included within operating activities in our condensed consolidated statements of cash flows was $146 million and $120 million during the three months ended March 31, 2025 and 2024, respectively. These amounts exclude $10 million and $14 million for the three months ended March 31, 2025 and 2024, respectively, of cash receipts related to settlements of our interest rate swap with a financing component, which are separately disclosed within financing activities in our condensed consolidated statements of cash flows.

Income tax payments, net of refunds received, were $29 million and $18 million for the three months ended March 31, 2025 and 2024, respectively.
v3.25.1
Pay vs Performance Disclosure - USD ($)
$ in Millions
 3 Months Ended
Mar. 31, 2025
Mar. 31, 2024
Pay vs Performance Disclosure    
Net Income (Loss) Attributable to Parent, Total $ 300 $ 265
v3.25.1
Insider Trading Arrangements
 3 Months Ended
Mar. 31, 2025
Trading Arrangements, by Individual  
Rule 10b5-1 Arrangement Adopted false
Non-Rule 10b5-1 Arrangement Adopted false
Rule 10b5-1 Arrangement Terminated false
Non-Rule 10b5-1 Arrangement Terminated false
v3.25.1
Revenues from Contracts with Customers (Tables)
 3 Months Ended
Mar. 31, 2025
Revenue from Contract with Customer [Abstract]  
Contract Liabilities
The following table summarizes the activity of our contract liabilities, which are classified as components of current and long-term deferred revenues, during the three months ended March 31, 2025:

(in millions)
Balance as of December 31, 2024
$1,829 
Cash received in advance and not recognized as revenue
211 
Revenue recognized(1)
(78)
Other(2)
(113)
Balance as of March 31, 2025
$1,849 
____________
(1)Primarily related to Hilton Honors, our guest loyalty program, including co-branded credit card arrangements.
(2)Primarily represents the changes in estimated transaction prices for our performance obligations related to the issuance of Hilton Honors points, which had no effect on revenues.
v3.25.1
Consolidated Variable Interest Entities (Tables)
 3 Months Ended
Mar. 31, 2025
Consolidated Variable Interest Entities Disclosure [Abstract]  
Schedule of Variable Interest Entities
Our condensed consolidated balance sheets include the assets and liabilities of these entities, including the effect of foreign currency translation, which primarily comprised the following:

March 31,December 31,
20252024
(in millions)
Cash and cash equivalents$52 $53 
Accounts receivable, net14 16 
Property and equipment, net42 40 
Deferred income tax assets22 21 
Other non-current assets40 39 
Accounts payable, accrued expenses and other36 36 
Long-term debt(1)
64 65 
____________
(1)Represents finance lease liabilities; includes current maturities of $14 million and $13 million as of March 31, 2025 and December 31, 2024, respectively.
v3.25.1
Debt (Tables)
 3 Months Ended
Mar. 31, 2025
Debt Disclosure [Abstract]  
Long-term Debt
Long-term debt balances, including obligations for finance leases, and associated interest rates and maturities as of March 31, 2025, were as follows:

March 31,December 31,
20252024
(in millions)
Senior secured term loan facility with a rate of 6.07%, due 2030
$3,119 $3,119 
Senior notes with a rate of 5.375%, due 2025(1)
500 500 
Senior notes with a rate of 4.875%, due 2027(1)
600 600 
Senior notes with a rate of 5.750%, due 2028(1)
500 500 
Senior notes with a rate of 5.875%, due 2029(1)
550 550 
Senior notes with a rate of 3.750%, due 2029(1)
800 800 
Senior notes with a rate of 4.875%, due 2030(1)
1,000 1,000 
Senior notes with a rate of 4.000%, due 2031(1)
1,100 1,100 
Senior notes with a rate of 3.625%, due 2032(1)
1,500 1,500 
Senior notes with a rate of 6.125%, due 2032(1)
450 450 
Senior notes with a rate of 5.875%, due 2033(1)
1,000 1,000 
Finance lease liabilities with a weighted average rate of 6.05%, due 2025 to 2030(2)
115 117 
11,234 11,236 
Less: unamortized deferred financing costs and discount
(82)(85)
Less: current maturities of long-term debt(3)
(535)(535)
$10,617 $10,616 
____________
(1)These notes are collectively referred to as the Senior Notes and are jointly and severally guaranteed on a senior unsecured basis by the Parent and substantially all of its direct and indirect wholly owned domestic restricted subsidiaries, other than Hilton Domestic Operating Company Inc. ("HOC"), an indirect wholly owned subsidiary of the Parent and the issuer of all of the series of Senior Notes.
(2)Includes long-term debt of our consolidated VIEs. Refer to Note 4: "Consolidated Variable Interest Entities" for additional information.
(3)Represents current maturities of finance lease liabilities and the 5.375% Senior Notes due 2025 (the "May 2025 Senior Notes"). We believe that we have sufficient sources of liquidity and access to debt financing to address the current maturities of long-term debt at or prior to the respective maturity dates.
v3.25.1
Fair Value Measurements (Tables)
 3 Months Ended
Mar. 31, 2025
Fair Value Disclosures [Abstract]  
Fair Value Measurements - Recurring and Disclosure
The fair values of certain financial instruments and the hierarchy level we used to estimate the fair values are shown below:

March 31, 2025
Hierarchy Level
Carrying Value(1)
Level 1Level 2Level 3
(in millions)
Assets:
Interest rate swap$33 $— $33 $— 
Liabilities:
Long-term debt(2)
11,119 7,618 — 3,135 

December 31, 2024
Hierarchy Level
Carrying Value(1)
Level 1Level 2Level 3
(in millions)
Assets:
Interest rate swap$45 $— $45 $— 
Liabilities:
Long-term debt(2)
11,119 7,560 — 3,140 
____________
(1)The fair values of cash equivalents and restricted cash equivalents approximate their carrying values due to their short-term maturities. The fair values of all other financial instruments not included in these tables are estimated to be equal to their carrying values.
(2)The carrying values and fair values exclude the deduction for unamortized deferred financing costs and any applicable discounts, as well as all finance lease liabilities; refer to Note 5: "Debt" for additional information.
v3.25.1
Share-Based Compensation (Tables)
 3 Months Ended
Mar. 31, 2025
Share-Based Payment Arrangement [Abstract]  
Schedule of Stock Options Valuation Assumptions
The grant date fair value per share of the options granted during the three months ended March 31, 2025 was $93.02, which was determined using the Black-Scholes-Merton option-pricing model with the following assumptions:

Expected volatility(1)
28.63 %
Dividend yield(2)
0.24 %
Risk-free rate(3)
4.20 %
Expected term (in years)(4)
6.0
____________
(1)Estimated using a blended approach of historical and implied volatility. Historical volatility is based on the historical movement of Hilton's stock price for a period that corresponds to the expected term of the option.
(2)Estimated based on the expected quarterly dividend and the three-month average stock price at the date of grant.
(3)Based on the yield of a U.S. Department of Treasury instrument with a similar expected term of the options at the date of grant.
(4)Estimated using the midpoint of the vesting period and the contractual term of the options as we do not have sufficient historical share option exercise data to estimate the term of the options.
v3.25.1
Earnings (Loss) Per Share (Tables)
 3 Months Ended
Mar. 31, 2025
Earnings Per Share [Abstract]  
Basic and Diluted Earnings (Loss) Per Share
The following table presents the calculation of basic and diluted earnings per share ("EPS"):

Three Months Ended
March 31,
20252024
(in millions,
except per share amounts)
Basic EPS:
Numerator:
Net income attributable to Hilton stockholders
$300 $265 
Denominator:
Weighted average shares outstanding240 252 
Basic EPS$1.25 $1.05 
Diluted EPS:
Numerator:
Net income attributable to Hilton stockholders
$300 $265 
Denominator:
Weighted average shares outstanding(1)
243 255 
Diluted EPS$1.23 $1.04 
____________
(1)Amounts for both periods include less than 1 million shares related to share-based compensation that were excluded from the calculations of diluted EPS because their effect would have been anti-dilutive under the treasury stock method.
v3.25.1
Noncontrolling Interests, Stockholders' Equity (Deficit) and Accumulated Other Comprehensive Loss (Tables)
 3 Months Ended
Mar. 31, 2025
Stockholders' Equity Note [Abstract]  
Schedule of Redeemable Noncontrolling Interest and Stockholders' Equity (Deficit)
The following tables present the changes in the redeemable and nonredeemable noncontrolling interests and the components of stockholders' equity (deficit) attributable to Hilton stockholders:

Three Months Ended March 31, 2025
Redeemable Noncontrolling InterestsTreasury StockAdditional
Paid-in
Capital		Accumulated DeficitAccumulated
Other
Comprehensive
Loss
Common StockNoncontrolling
Interests
Total Deficit
SharesAmount
(in millions)
(in millions)
Balance as of December 31, 2024$17 241.8 $3 $(11,256)$11,130 $(2,822)$(782)$21 $(3,706)
Net income (loss)
(1)— — — — 300 — 1 301 
Other comprehensive income
— — — — — — 13 1 14 
Dividends
— — — — — (37)— — (37)
Repurchases of common stock
— (3.7)— (898)— — — — (898)
Share-based compensation
— 0.7 — — (29)— — — (29)
Balance as of March 31, 2025$16 238.8 $3 $(12,154)$11,101 $(2,559)$(769)$23 $(4,355)

Three Months Ended March 31, 2024
Treasury StockAdditional
Paid-in
Capital		Accumulated DeficitAccumulated
Other
Comprehensive
Loss
Common StockNoncontrolling
Interests
Total Deficit
SharesAmount
(in millions)
Balance as of December 31, 2023253.5 $3 $(8,393)$10,968 $(4,207)$(731)$13 $(2,347)
Net income— — — — 265 — 3 268 
Other comprehensive loss
— — — — — (18)— (18)
Dividends— — — — (39)— — (39)
Repurchases of common stock
(3.4)— (667)— — — — (667)
Share-based compensation
0.9 — — (14)— — — (14)
Balance as of March 31, 2024251.0 $3 $(9,060)$10,954 $(3,981)$(749)$16 $(2,817)
Schedule of Accumulated Other Comprehensive Loss
The changes in the components of accumulated other comprehensive loss, net of taxes, were as follows:

Currency Translation Adjustment(1)
Pension Liability Adjustment(2)
Cash Flow Hedge Adjustment(3)
Total
(in millions)
Balance as of December 31, 2024$(591)$(240)$49 $(782)
Other comprehensive income (loss) before reclassifications
26 — (4)22 
Amounts reclassified from accumulated other comprehensive loss
— 2 (11)(9)
Net other comprehensive income (loss)
26 2 (15)13 
Balance as of March 31, 2025$(565)$(238)$34 $(769)
Currency Translation Adjustment(1)
Pension Liability Adjustment(2)
Cash Flow Hedge Adjustment(3)
Total
(in millions)
Balance as of December 31, 2023$(539)$(262)$70 $(731)
Other comprehensive income (loss) before reclassifications
(27)— 20 (7)
Amounts reclassified from accumulated other comprehensive loss
— 2 (13)(11)
Net other comprehensive income (loss)
(27)2 7 (18)
Balance as of March 31, 2024$(566)$(260)$77 $(749)
____________
(1)Includes net investment hedge gains and intra-entity foreign currency transactions that are of a long-term investment nature.
(2)Amounts reclassified relate to the amortization of prior service cost and amortization of net loss and were recognized in other non-operating income (loss), net in our condensed consolidated statements of operations.
(3)Amounts reclassified were the result of hedging instruments, primarily comprising interest rate swaps, with related amounts recognized in interest expense in our condensed consolidated statements of operations. Amounts reclassified also related to foreign currency forward contracts that hedge our foreign currency denominated fees, with related amounts recognized in various revenue line items, as applicable, in our condensed consolidated statements of operations.
v3.25.1
Business Segments (Tables)
 3 Months Ended
Mar. 31, 2025
Segment Reporting [Abstract]  
Reconciliation of Revenue from Segment Amounts to Consolidated Amounts
The following table presents revenues for our reportable segments, reconciled to consolidated amounts:

Three Months Ended
March 31,
20252024
(in millions)
Franchise and licensing fees$631 $576 
Base and other management fees(1)
101 119 
Incentive management fees72 70 
Management and franchise804 765 
Ownership234 255 
Segment revenues1,038 1,020 
Amortization of contract acquisition costs(14)(12)
Other revenues46 50 
Cost reimbursement revenues
1,630 1,521 
Intersegment fees elimination(1)
(5)(6)
Total revenues$2,695 $2,573 
____________
(1)Includes management, royalty and IP fees charged to consolidated hotels in our ownership segment by our management and franchise segment, which were eliminated in our condensed consolidated statements of operations.
Reconciliation of Adjusted EBITDA from Segments to Consolidated Income Before Income Taxes
The following table presents Adjusted EBITDA for our reportable segments, reconciled to consolidated income before income taxes:

Three Months Ended
March 31,
20252024
(in millions)
Management and franchise(1)(2)
$804 $765 
Ownership(1)(2)
8 15 
Segment Adjusted EBITDA
812 780 
Corporate and other(3)
(17)(30)
Interest expense(145)(131)
Depreciation and amortization expenses(41)(36)
Gain on sales of assets, net— 7 
Gain (loss) on foreign currency transactions2 (1)
Loss on debt guarantees(4)
— (47)
FF&E replacement reserves(13)(11)
Share-based compensation expense(36)(41)
Amortization of contract acquisition costs(14)(12)
Cost reimbursement revenues(5)
1,630 1,521 
Reimbursed expenses(5)
(1,759)(1,630)
Other adjustments(6)
(9)(4)
Income before income taxes$410 $365 
____________
(1)Includes management, royalty and IP fees charged to consolidated hotels in our ownership segment by our management and franchise segment, which were eliminated in our condensed consolidated statements of operations.
(2)No expenses are allocated to the management and franchise segment. For the ownership segment, rent expense is the significant expense regularly provided to the CODM; rent expense for the three months ended March 31, 2025 and 2024 was $41 million and $42 million, respectively, and total other expenses were $186 million and $200 million for the three months ended March 31, 2025 and 2024, respectively, comprising (i) room expenses; (ii) food and beverage costs; (iii) property expenses; and (iv) other support costs. Ownership segment Adjusted EBITDA also includes income (loss) from hotels owned or leased by entities in which we own a noncontrolling financial interest.
(3)Amounts primarily include general and administrative expenses, excluding share-based compensation expense, and expenses related to our purchasing operations.
(4)Amount includes losses on debt guarantees for certain hotels that we manage; refer to Note 12: "Commitments and Contingencies" for additional information.
(5)Amounts include results from the operation of programs conducted for the benefit of property owners and exclude cash receipts recorded as deferred revenues on our condensed consolidated balance sheets related to these programs. Under the terms of the related contracts, we do not operate these programs to generate a profit and have contractual rights to adjust future collections to recover prior period expenditures.
(6)Amount for the three months ended March 31, 2025 includes restructuring costs related to one of our leased properties. Amount for the three months ended March 31, 2024 primarily relates to transaction costs incurred for acquisitions. Amounts for both periods include net losses (gains) related to certain of our investments in unconsolidated affiliates, severance and other items.
v3.25.1
Acquisitions (Details) - USD ($)
$ in Millions
 1 Months Ended
May 31, 2024
Apr. 30, 2024
Sydell Group    
Asset Acquisition [Line Items]    
Indefinite-Lived Intangible Assets Acquired   $ 48
Finite-Lived Intangible Assets Acquired   $ 8
Graduate Hotels    
Asset Acquisition [Line Items]    
Consideration transferred $ 210  
Payment for asset acquisition 200  
Indefinite-Lived Intangible Assets Acquired 122  
Finite-Lived Intangible Assets Acquired $ 91  
v3.25.1
Revenues from Contracts with Customers - Contract Liabilities (Details) - USD ($)
$ in Millions
 3 Months Ended
Mar. 31, 2025
Dec. 31, 2024
Revenue from Contract with Customer [Abstract]    
Contract liabilities balance $ 1,849 $ 1,829
Cash received in advance not recognized as revenue 211  
Revenue recognized [1] 78  
Other [2] $ 113  
[1] Primarily related to Hilton Honors, our guest loyalty program, including co-branded credit card arrangements.
[2] Primarily represents the changes in estimated transaction prices for our performance obligations related to the issuance of Hilton Honors points, which had no effect on revenues.
v3.25.1
Revenues from Contracts with Customers - Additional Information (Details)
$ in Millions
 3 Months Ended
Mar. 31, 2025
USD ($)
Revenue from Contract with Customer [Abstract]  
Revenue recognized $ 78 [1]
Guest loyalty program revenues  
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]  
Remaining performance obligations $ 1,042
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Explanation two years
Application, initiation and other fees  
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]  
Remaining performance obligations $ 790
Co-branded credit card arrangement performance obligations  
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]  
Remaining performance obligations $ 17
[1] Primarily related to Hilton Honors, our guest loyalty program, including co-branded credit card arrangements.
v3.25.1
Consolidated Variable Interest Entities - Schedule of Consolidated Variable Interest Entities (Details) - USD ($)
$ in Millions
Mar. 31, 2025
Dec. 31, 2024
Variable Interest Entity [Line Items]    
Cash and cash equivalents $ 731 $ 1,301
Accounts receivable, net 1,575 1,583
Property and equipment, net 420 411
Deferred income tax assets 318 318
Other non-current assets 495 500
Accounts payable, accrued expenses and other 2,160 2,124
Current maturities of long-term debt [1] 535 535
Variable Interest Entity, Primary Beneficiary    
Variable Interest Entity [Line Items]    
Cash and cash equivalents 52 53
Accounts receivable, net 14 16
Property and equipment, net 42 40
Deferred income tax assets 22 21
Other non-current assets 40 39
Accounts payable, accrued expenses and other 36 36
Long-term debt [2] 64 65
Current maturities of long-term debt $ 14 $ 13
[1] Represents current maturities of finance lease liabilities and the 5.375% Senior Notes due 2025 (the "May 2025 Senior Notes"). We believe that we have sufficient sources of liquidity and access to debt financing to address the current maturities of long-term debt at or prior to the respective maturity dates.
[2] Represents finance lease liabilities; includes current maturities of $14 million and $13 million as of March 31, 2025 and December 31, 2024, respectively.
v3.25.1
Consolidated Variable Interest Entities - Additional Information (Details) - Hotel
Mar. 31, 2025
Dec. 31, 2024
Consolidated Variable Interest Entities Disclosure [Abstract]    
Number of consolidated variable interest entities 2 2
v3.25.1
Debt - Long-term Debt (Details) - USD ($)
$ in Millions
Mar. 31, 2025
Dec. 31, 2024
Debt Instrument [Line Items]    
Long-term debt, gross $ 11,234 $ 11,236
Unamortized deferred financing costs and discount (82) (85)
Current maturities of long-term debt [1] (535) (535)
Long-term debt 10,617 10,616
Variable Interest Entity, Primary Beneficiary    
Debt Instrument [Line Items]    
Current maturities of long-term debt (14) (13)
Senior secured term loan facility due 2030    
Debt Instrument [Line Items]    
Long-term debt, gross $ 3,119 3,119
Debt instrument, interest rate, stated percentage 6.07%  
Senior notes due 2025    
Debt Instrument [Line Items]    
Long-term debt, gross [2] $ 500 500
Debt instrument, interest rate, stated percentage 5.375%  
Senior notes due 2027    
Debt Instrument [Line Items]    
Long-term debt, gross [2] $ 600 600
Debt instrument, interest rate, stated percentage 4.875%  
Senior Notes due 2028    
Debt Instrument [Line Items]    
Long-term debt, gross [2] $ 500 500
Debt instrument, interest rate, stated percentage 5.75%  
5.875% Senior notes due 2029    
Debt Instrument [Line Items]    
Long-term debt, gross [2] $ 550 550
Debt instrument, interest rate, stated percentage 5.875%  
3.750% Senior notes due 2029    
Debt Instrument [Line Items]    
Long-term debt, gross [2] $ 800 800
Debt instrument, interest rate, stated percentage 3.75%  
Senior notes due 2030    
Debt Instrument [Line Items]    
Long-term debt, gross [2] $ 1,000 1,000
Debt instrument, interest rate, stated percentage 4.875%  
Senior Notes due 2031    
Debt Instrument [Line Items]    
Long-term debt, gross [2] $ 1,100 1,100
Debt instrument, interest rate, stated percentage 4.00%  
3.625% Senior Notes due 2032    
Debt Instrument [Line Items]    
Long-term debt, gross [2] $ 1,500 1,500
Debt instrument, interest rate, stated percentage 3.625%  
6.125% Senior Notes due 2032    
Debt Instrument [Line Items]    
Long-term debt, gross [2] $ 450 450
Debt instrument, interest rate, stated percentage 6.125%  
5.875% Senior Notes due 2033    
Debt Instrument [Line Items]    
Long-term debt, gross [2] $ 1,000 1,000
Debt instrument, interest rate, stated percentage 5.875%  
Finance lease liabilities    
Debt Instrument [Line Items]    
Long-term debt, gross [3] $ 115 $ 117
Debt, weighted average interest rate 6.05%  
[1] Represents current maturities of finance lease liabilities and the 5.375% Senior Notes due 2025 (the "May 2025 Senior Notes"). We believe that we have sufficient sources of liquidity and access to debt financing to address the current maturities of long-term debt at or prior to the respective maturity dates.
[2] These notes are collectively referred to as the Senior Notes and are jointly and severally guaranteed on a senior unsecured basis by the Parent and substantially all of its direct and indirect wholly owned domestic restricted subsidiaries, other than Hilton Domestic Operating Company Inc. ("HOC"), an indirect wholly owned subsidiary of the Parent and the issuer of all of the series of Senior Notes.
[3] Includes long-term debt of our consolidated VIEs. Refer to Note 4: "Consolidated Variable Interest Entities" for additional information.
v3.25.1
Debt - Additional Information (Details) - USD ($)
$ in Thousands
 1 Months Ended
Apr. 30, 2025
Mar. 31, 2025
Dec. 31, 2024
Debt Instrument [Line Items]      
Long-term debt, gross   $ 11,234,000 $ 11,236,000
Revolving Credit Facility | Line of Credit | Subsequent Event      
Debt Instrument [Line Items]      
Proceeds from long-term lines of credit $ 500,000    
Senior secured revolving credit facility      
Debt Instrument [Line Items]      
Revolving credit facility, remaining borrowing capacity   1,908,000  
Letters of credit outstanding   92,000  
May 2025 Senior Notes      
Debt Instrument [Line Items]      
Long-term debt, gross   $ 500,000  
v3.25.1
Fair Value Measurements - Recurring & Disclosure (Details) - USD ($)
$ in Millions
Mar. 31, 2025
Dec. 31, 2024
Carrying Value    
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]    
Interest rate swaps, assets [1] $ 33 $ 45
Carrying Value | Long-term debt excluding finance lease liabilities and other debt    
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]    
Long-term debt [1],[2] 11,119 11,119
Level 1 | Long-term debt excluding finance lease liabilities and other debt    
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]    
Long-term debt [2] 7,618 7,560
Level 2    
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]    
Interest rate swaps, assets 33 45
Level 3 | Long-term debt excluding finance lease liabilities and other debt    
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]    
Long-term debt [2] $ 3,135 $ 3,140
[1] The fair values of cash equivalents and restricted cash equivalents approximate their carrying values due to their short-term maturities. The fair values of all other financial instruments not included in these tables are estimated to be equal to their carrying values.
[2] The carrying values and fair values exclude the deduction for unamortized deferred financing costs and any applicable discounts, as well as all finance lease liabilities; refer to Note 5: "Debt" for additional information.
v3.25.1
Share-Based Compensation - Schedule of Stock Options Valuation Assumptions (Details) - Employee stock option
 3 Months Ended
Mar. 31, 2025
$ / shares
Rate
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]  
Options, grants in period, grant date fair value | $ / shares $ 93.02
Expected volatility 28.63% [1]
Dividend yield 0.24% [2]
Risk-free rate 4.20% [3]
Expected term (in years) 6 years [4]
[1] Estimated using a blended approach of historical and implied volatility. Historical volatility is based on the historical movement of Hilton's stock price for a period that corresponds to the expected term of the option.
[2] Estimated based on the expected quarterly dividend and the three-month average stock price at the date of grant.
[3] Based on the yield of a U.S. Department of Treasury instrument with a similar expected term of the options at the date of grant.
[4] Estimated using the midpoint of the vesting period and the contractual term of the options as we do not have sufficient historical share option exercise data to estimate the term of the options.
v3.25.1
Share-Based Compensation - Additional Information (Details) - USD ($)
$ / shares in Units, $ in Millions
 3 Months Ended
Mar. 31, 2025
Mar. 31, 2024
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]    
Share-based compensation expense (benefit) $ 36 $ 41
Restricted stock units (RSUs)    
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]    
Granted (shares) 376,000  
Weighted average grant date fair value, granted (USD per share) $ 259.10  
Employee stock option    
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]    
Vesting period 3 years  
Options granted in period (shares) 204,000  
Options granted in period, weighted average exercise price (USD per share) $ 259.10  
Options, expiration period 10 years  
Performance shares    
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]    
Granted (shares) 147,000  
Weighted average grant date fair value, granted (USD per share) $ 259.10  
Vesting period 3 years  
Minimum | Restricted stock units (RSUs)    
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]    
Vesting period 2 years  
Maximum | Restricted stock units (RSUs)    
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]    
Vesting period 3 years  
v3.25.1
Earnings (Loss) Per Share (Details) - USD ($)
$ / shares in Units, shares in Millions, $ in Millions
 3 Months Ended
Mar. 31, 2025
Mar. 31, 2024
Basic EPS:    
Net income attributable to Hilton stockholders $ 300 $ 265
Weighted average shares outstanding, basic (shares) 240 252
Earnings (loss) per share, basic (USD per share) $ 1.25 $ 1.05
Diluted EPS:    
Net income attributable to Hilton stockholders $ 300 $ 265
Weighted average shares outstanding, diluted (shares) [1] 243 255
Earnings (loss) per share, diluted (USD per share) $ 1.23 $ 1.04
[1] Amounts for both periods include less than 1 million shares related to share-based compensation that were excluded from the calculations of diluted EPS because their effect would have been anti-dilutive under the treasury stock method.
v3.25.1
Noncontrolling Interests, Stockholders' Equity (Deficit) and Accumulated Other Comprehensive Loss - Schedule of Stockholders' Equity (Deficit) (Details) - USD ($)
$ in Millions
 3 Months Ended
Mar. 31, 2025
Mar. 31, 2024
Class of Stock [Line Items]    
Beginning Balance, Redeemable Noncontrolling Interest, Equity, Carrying Amount $ 17  
Beginning balance, shares 241,806,421  
Beginning balance, equity $ (3,706) $ (2,347)
Temporary Equity, Net Income (Loss) (1)  
Net Income (Loss) Attributable to Parent, Total 300 265
Net loss (income) attributable to noncontrolling interests 0 3
Net Income (Loss), Including Portion Attributable to Nonredeemable Noncontrolling Interest 301 268
Other comprehensive income (loss) 14 (18)
Dividends (37) (39)
Repurchases of common stock (898) (667)
Increase (decrease) in stockholders’ equity from share-based compensation (29) (14)
Ending Balance, Redeemable Noncontrolling Interest, Equity, Carrying Amount $ 16  
Ending balance, shares 238,784,867  
Ending balance, equity $ (4,355) $ (2,817)
Common Stock    
Class of Stock [Line Items]    
Beginning balance, shares 241,800,000 253,500,000
Beginning balance, equity $ 3 $ 3
Repurchases of common stock (shares) (3,700,000) (3,400,000)
Share-based compensation (shares) 700,000 900,000
Ending balance, shares 238,800,000 251,000,000.0
Ending balance, equity $ 3 $ 3
Treasury Stock, Common    
Class of Stock [Line Items]    
Beginning balance, equity (11,256) (8,393)
Repurchases of common stock (898) (667)
Increase (decrease) in stockholders’ equity from share-based compensation 0 0
Ending balance, equity (12,154) (9,060)
Additional Paid-in Capital    
Class of Stock [Line Items]    
Beginning balance, equity 11,130 10,968
Increase (decrease) in stockholders’ equity from share-based compensation (29) (14)
Ending balance, equity 11,101 10,954
Accumulated Deficit    
Class of Stock [Line Items]    
Beginning balance, equity (2,822) (4,207)
Net Income (Loss) Attributable to Parent, Total 300 265
Dividends (37) (39)
Ending balance, equity (2,559) (3,981)
Accumulated Other Comprehensive Loss    
Class of Stock [Line Items]    
Beginning balance, equity (782) (731)
Other comprehensive income (loss) attributable to Hilton stockholders 13 (18)
Ending balance, equity (769) (749)
Noncontrolling Interests    
Class of Stock [Line Items]    
Beginning balance, equity 21 13
Net loss (income) attributable to noncontrolling interests 1 3
Other comprehensive income (loss) 1 0
Ending balance, equity $ 23 $ 16
v3.25.1
Noncontrolling Interests, Stockholders' Equity (Deficit) and Accumulated Other Comprehensive Loss - Schedule of Accumulated Other Comprehensive Loss (Details) - USD ($)
$ in Millions
 3 Months Ended
Mar. 31, 2025
Mar. 31, 2024
Accumulated Other Comprehensive Income (Loss) [Line Items]    
Beginning balance, equity attributable to Hilton stockholders $ (3,727)  
Ending balance (769)  
Ending balance, equity attributable to Hilton stockholders (4,378)  
Currency translation adjustment    
Accumulated Other Comprehensive Income (Loss) [Line Items]    
Beginning balance, equity attributable to Hilton stockholders [1] (591) $ (539)
Other comprehensive income (loss) before reclassifications [1] 26 (27)
Amounts reclassified from accumulated other comprehensive loss [1] 0 0
Net other comprehensive income (loss) [1] 26 (27)
Ending balance, equity attributable to Hilton stockholders [1] (565) (566)
Pension liability adjustment    
Accumulated Other Comprehensive Income (Loss) [Line Items]    
Beginning balance, equity attributable to Hilton stockholders [2] (240) (262)
Other comprehensive income (loss) before reclassifications [2] 0 0
Amounts reclassified from accumulated other comprehensive loss [2] 2 2
Net other comprehensive income (loss) [2] 2 2
Ending balance, equity attributable to Hilton stockholders [2] (238) (260)
Accumulated Other Comprehensive Loss    
Accumulated Other Comprehensive Income (Loss) [Line Items]    
Beginning balance, equity attributable to Hilton stockholders (782) (731)
Other comprehensive income (loss) before reclassifications 22 (7)
Amounts reclassified from accumulated other comprehensive loss (9) (11)
Net other comprehensive income (loss) 13 (18)
Ending balance, equity attributable to Hilton stockholders (769) (749)
Accumulated Gain (Loss), Net, Cash Flow Hedge, Parent    
Accumulated Other Comprehensive Income (Loss) [Line Items]    
Beginning balance, equity attributable to Hilton stockholders [3] 49 70
Other comprehensive income (loss) before reclassifications [3] (4) 20
Amounts reclassified from accumulated other comprehensive loss [3] (11) (13)
Net other comprehensive income (loss) [3] (15) 7
Ending balance, equity attributable to Hilton stockholders [3] $ 34 $ 77
[1] Includes net investment hedge gains and intra-entity foreign currency transactions that are of a long-term investment nature.
[2] Amounts reclassified relate to the amortization of prior service cost and amortization of net loss and were recognized in other non-operating income (loss), net in our condensed consolidated statements of operations.
[3] Amounts reclassified were the result of hedging instruments, primarily comprising interest rate swaps, with related amounts recognized in interest expense in our condensed consolidated statements of operations. Amounts reclassified also related to foreign currency forward contracts that hedge our foreign currency denominated fees, with related amounts recognized in various revenue line items, as applicable, in our condensed consolidated statements of operations.
v3.25.1
Business Segments - Reconciliation of Revenue from Segment Amounts to Consolidated Amounts (Details) - USD ($)
$ in Millions
 3 Months Ended
Mar. 31, 2025
Mar. 31, 2024
Segment Reporting, Revenue Reconciling Item [Line Items]    
Revenues $ 2,695 $ 2,573
Amortization of contract acquisition costs (14) (12)
Segment revenues    
Segment Reporting, Revenue Reconciling Item [Line Items]    
Revenues 1,038 1,020
Segment revenues | Management and Franchise    
Segment Reporting, Revenue Reconciling Item [Line Items]    
Revenues 804 765
Segment revenues | Ownership    
Segment Reporting, Revenue Reconciling Item [Line Items]    
Revenues 234 255
Segment Reconciling Items    
Segment Reporting, Revenue Reconciling Item [Line Items]    
Amortization of contract acquisition costs (14) (12)
Intersegment eliminations    
Segment Reporting, Revenue Reconciling Item [Line Items]    
Revenues [1] 5 6
Franchise and licensing fees    
Segment Reporting, Revenue Reconciling Item [Line Items]    
Revenues 625 571
Franchise and licensing fees | Management and Franchise    
Segment Reporting, Revenue Reconciling Item [Line Items]    
Revenues 631 576
Base and other management fees    
Segment Reporting, Revenue Reconciling Item [Line Items]    
Revenues 88 106
Base and other management fees | Management and Franchise    
Segment Reporting, Revenue Reconciling Item [Line Items]    
Revenues [1] 101 119
Incentive management fees    
Segment Reporting, Revenue Reconciling Item [Line Items]    
Revenues 72 70
Incentive management fees | Management and Franchise    
Segment Reporting, Revenue Reconciling Item [Line Items]    
Revenues 72 70
Other revenues    
Segment Reporting, Revenue Reconciling Item [Line Items]    
Revenues 46 50
Other revenues | Segment Reconciling Items    
Segment Reporting, Revenue Reconciling Item [Line Items]    
Revenues 46 50
Cost reimbursement revenues    
Segment Reporting, Revenue Reconciling Item [Line Items]    
Revenues 1,630 1,521
Cost reimbursement revenues | Segment Reconciling Items    
Segment Reporting, Revenue Reconciling Item [Line Items]    
Revenues $ 1,630 $ 1,521
[1] Includes management, royalty and IP fees charged to consolidated hotels in our ownership segment by our management and franchise segment, which were eliminated in our condensed consolidated statements of operations.
v3.25.1
Business Segments - Reconciliation of Adjusted EBITDA from Segments to Consolidated Income Before Income Taxes (Details)
$ in Millions
 3 Months Ended
Mar. 31, 2025
USD ($)
Segment
Mar. 31, 2024
USD ($)
Reconciliation of Adjusted EBITDA from Segments to Consolidated Income [Line Items]    
Number of operating segments | Segment 2  
Segment Adjusted EBITDA $ 812 $ 780
Corporate and Other Adjusted Earnings Before Interest Tax Depreciation and Amortization [1] (17) (30)
Depreciation, Depletion and Amortization (41) (36)
Gain on sales of assets, net 0 7
Gain (loss) on foreign currency transactions 2 (1)
Loss on debt guarantees [2] 0 (47)
FF&E replacement reserves (13) (11)
Share-based compensation expense (36) (41)
Amortization of contract acquisition costs (14) (12)
Interest expense 145 131
Cost reimbursement revenues [3] 1,630 1,521
Reimbursed expenses [3] (1,759) (1,630)
Other adjustment items [4] (9) (4)
Income (loss) before income taxes 410 365
Management and Franchise    
Reconciliation of Adjusted EBITDA from Segments to Consolidated Income [Line Items]    
Segment Adjusted EBITDA [5],[6] 804 765
Ownership    
Reconciliation of Adjusted EBITDA from Segments to Consolidated Income [Line Items]    
Segment Adjusted EBITDA [5],[6] 8 15
Operating Lease, Expense 41 42
Other Cost and Expense, Operating $ 186 $ 200
[1] Amounts primarily include general and administrative expenses, excluding share-based compensation expense, and expenses related to our purchasing operations.
[2] Amount includes losses on debt guarantees for certain hotels that we manage; refer to Note 12: "Commitments and Contingencies" for additional information.
[3] Amounts include results from the operation of programs conducted for the benefit of property owners and exclude cash receipts recorded as deferred revenues on our condensed consolidated balance sheets related to these programs. Under the terms of the related contracts, we do not operate these programs to generate a profit and have contractual rights to adjust future collections to recover prior period expenditures.
[4] Amount for the three months ended March 31, 2025 includes restructuring costs related to one of our leased properties. Amount for the three months ended March 31, 2024 primarily relates to transaction costs incurred for acquisitions. Amounts for both periods include net losses (gains) related to certain of our investments in unconsolidated affiliates, severance and other items.
[5] Includes management, royalty and IP fees charged to consolidated hotels in our ownership segment by our management and franchise segment, which were eliminated in our condensed consolidated statements of operations.
[6] No expenses are allocated to the management and franchise segment. For the ownership segment, rent expense is the significant expense regularly provided to the CODM; rent expense for the three months ended March 31, 2025 and 2024 was $41 million and $42 million, respectively, and total other expenses were $186 million and $200 million for the three months ended March 31, 2025 and 2024, respectively, comprising (i) room expenses; (ii) food and beverage costs; (iii) property expenses; and (iv) other support costs. Ownership segment Adjusted EBITDA also includes income (loss) from hotels owned or leased by entities in which we own a noncontrolling financial interest.
v3.25.1
Commitments and Contingencies (Details) - USD ($)
$ in Millions
 3 Months Ended
Mar. 31, 2025
Mar. 31, 2024
Commitments and Contingencies [Line Items]    
Other non-operating loss $ (17) $ 36
Performance guarantees    
Commitments and Contingencies [Line Items]    
Guarantees, expiration 18 years  
Guarantees, possible cash outlays $ 23  
Debt guarantee    
Commitments and Contingencies [Line Items]    
Guarantees, expiration 2 years  
Guarantees, possible cash outlays $ 45  
Other non-operating loss   (47)
Loss Contingency Payment   $ 62
v3.25.1
Supplemental Disclosures of Cash Flow Information (Details) - USD ($)
$ in Millions
 3 Months Ended
Mar. 31, 2025
Mar. 31, 2024
Supplemental Cash Flow Elements [Abstract]    
Cash interest paid $ 146 $ 120
Settlements of interest rate swap with financing component 10 14
Income tax payments, net of refunds received $ 29 $ 18
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