Hilton Worldwide Holdings Inc. (Form: 10-Q, Received: 04/28/2026 10:02:53)

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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, 2026


☐			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 class

Trading symbol(s)

Name of each exchange on which registered

Common Stock, $0.01 par value per share

HLT

New 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 23, 2026 was 227,648,372.

HILTON WORLDWIDE HOLDINGS INC.

FORM 10-Q TABLE OF CONTENTS


		Page No.
PART I	FINANCIAL INFORMATION

Item 1.	Financial Statements	2
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	15
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	25
Item 4.	Controls and Procedures	25

PART II	OTHER INFORMATION

Item 1.	Legal Proceedings	26
Item 1A.	Risk Factors	26
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	26
Item 3.	Defaults Upon Senior Securities	26
Item 4.	Mine Safety Disclosures	26
Item 5.	Other Information	27
Item 6.	Exhibits	27
	Signatures	28

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,
	2026		2025
	(unaudited)
ASSETS
Current Assets:
Cash and cash equivalents	$	564	$	918
Restricted cash and cash equivalents	55		52
Accounts receivable, net of allowance for credit losses of $166 and $163	1,684		1,690
Prepaid expenses	266		219
Other	203		117
Total current assets (variable interest entities – $75 and $85)	2,772		2,996
Intangibles and Other Assets:
Goodwill	5,070		5,081
Brands	5,014		5,023
Management and franchise contracts, net	1,476		1,471
Other intangible assets, net	200		206
Operating lease right-of-use assets	556		577
Property and equipment, net	665		684
Deferred income tax assets	233		252
Other	399		484
Total intangibles and other assets (variable interest entities – $330 and $341)	13,613		13,778
TOTAL ASSETS	$	16,385	$	16,774
LIABILITIES, REDEEMABLE NONCONTROLLING INTERESTS AND EQUITY (DEFICIT)
Current Liabilities:
Accounts payable, accrued expenses and other	$	2,376	$	2,336
Current maturities of long-term debt	25		25
Current portion of deferred revenues	845		858
Current portion of liability for guest loyalty program	1,310		1,289
Total current liabilities (variable interest entities – $39 and $47)	4,556		4,508
Long-term debt	12,334		12,338
Operating lease liabilities	699		730
Deferred revenues	1,697		1,648
Deferred income tax liabilities	278		322
Liability for guest loyalty program	1,711		1,624
Other	977		950
Total liabilities (variable interest entities – $323 and $340)	22,252		22,120
Commitments and contingencies – see Note 11
Redeemable Noncontrolling Interests	11		13
Equity (Deficit):
Common stock, $0.01 par value; 10,000,000,000 authorized shares, 228,329,688 outstanding as of March 31, 2026 and 230,433,192 outstanding as of December 31, 2025	3		3
Treasury stock, at cost; 109,274,014 shares as of March 31, 2026 and 106,540,900 shares as of December 31, 2025	(15,259)		(14,428)
Additional paid-in capital	11,254		11,274
Accumulated deficit	(1,158)		(1,508)
Accumulated other comprehensive loss	(745)		(729)
Total Hilton stockholders' deficit	(5,905)		(5,388)
Noncontrolling interests	27		29
Total deficit	(5,878)		(5,359)
TOTAL LIABILITIES, REDEEMABLE NONCONTROLLING INTERESTS AND EQUITY (DEFICIT)	$	16,385	$	16,774

See notes to condensed consolidated financial statements.

HILTON WORLDWIDE HOLDINGS INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(in millions, except per share data)

(unaudited)


	Three Months Ended
	March 31,
		2026		2025
Revenues
Franchise and licensing fees		$	696	$	625
Base and other management fees		95		88
Incentive management fees		76		72
Ownership		249		234
Other revenues		66		46
		1,182		1,065
Cost reimbursement revenues		1,755		1,630
Total revenues		2,937		2,695

Expenses
Ownership		235		239
Depreciation and amortization		50		41
General and administrative		103		94
Other expenses		22		26
		410		400
Reimbursed expenses		1,849		1,759
Total expenses		2,259		2,159

Operating income		678		536

Interest expense		(162)		(145)
Gain (loss) on foreign currency transactions		(5)		2
Other non-operating income, net		7		17

Income before income taxes		518		410

Income tax expense		(135)		(110)

Net income		383		300
Net loss attributable to redeemable and nonredeemable noncontrolling interests		2		—
Net income attributable to Hilton stockholders		$	385	$	300

Earnings per share:
Basic		$	1.68	$	1.25
Diluted		$	1.66	$	1.23

Cash dividends declared per share		$	0.15	$	0.15

See notes to condensed consolidated financial statements.

HILTON WORLDWIDE HOLDINGS INC.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(in millions)

(unaudited)


	Three Months Ended
	March 31,
		2026		2025
Net income		$	383	$	300
Other comprehensive income (loss), net of tax benefit (expense):
Currency translation adjustment, net of tax of $(1) and $—(1)		(22)		27
Pension liability adjustment, net of tax of $(1) and $(1)		4		2
Cash flow hedge adjustment, net of tax of $2 and $5		—		(15)
Total other comprehensive income (loss)		(18)		14

Comprehensive income		365		314
Comprehensive loss (income) attributable to redeemable and nonredeemable noncontrolling interests		4		(1)
Comprehensive income attributable to Hilton stockholders		$	369	$	313

____________

(1)Amount was less than $1 million.

See notes to condensed consolidated financial statements.

HILTON WORLDWIDE HOLDINGS INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(in millions)

(unaudited)


	Three Months Ended
	March 31,
	2026		2025
Operating Activities:
Net income	$	383	$	300
Adjustments to reconcile net income to net cash provided by operating activities:
Amortization of contract acquisition costs	15		14
Depreciation and amortization expenses	50		41

Loss (gain) on foreign currency transactions	5		(2)
Share-based compensation expense	45		36
Deferred income taxes	(25)		(21)
Contract acquisition costs, net of refunds	(26)		(30)
Change in deferred revenues	36		7
Change in liability for guest loyalty program	108		145
Working capital changes and other	27		(38)
Net cash provided by operating activities	618		452
Investing Activities:
Capital expenditures for property and equipment	(9)		(19)

Issuance of financing receivables	(10)		—
Settlements of undesignated derivative financial instruments	3		(9)

Capitalized software costs	(22)		(21)

Other	(1)		(1)
Net cash used in investing activities	(39)		(50)
Financing Activities:
Repayment of debt	(8)		(10)
Debt issuance costs	(6)		—
Dividends paid	(35)		(37)
Repurchases of common stock	(821)		(875)
Share-based compensation tax withholdings	(71)		(71)
Proceeds from share-based compensation	11		9
Settlements of interest rate swap with financing component	7		10
Net cash used in financing activities	(923)		(974)

Effect of exchange rate changes on cash, restricted cash and cash equivalents	(7)		3
Net decrease in cash, restricted cash and cash equivalents	(351)		(569)
Cash, restricted cash and cash equivalents, beginning of period	970		1,376
Cash, restricted cash and cash equivalents, end of period	$	619	$	807

See notes to condensed consolidated financial statements. For supplemental disclosures, see Note 12: "Supplemental Disclosures of Cash Flow Information."

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 and leasing hotels, including resorts and other lodging offerings, 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, 2026 and 2025 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, 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: 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, 2026:


	(in millions)
Balance as of December 31, 2025	$	2,354
Cash received in advance and not recognized as revenue	254
Revenue recognized(1)	(124)
Other(2)	(86)
Balance as of March 31, 2026	$	2,398

____________

(1)Primarily related to Hilton Honors, our guest loyalty program, including co-branded credit card arrangements.

(2)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, 2026, deferred revenues for unsatisfied performance obligations consisted of: (i) $1,550 million related to Hilton Honors that will be recognized as revenue over approximately the next two years; (ii) $833 million related to advance consideration received from hotel owners for application, initiation and other fees and system implementation fees; and (iii) $15 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, 2025.

Note 3: Consolidated Variable Interest Entities

As of March 31, 2026 and December 31, 2025, 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,
	2026		2025
	(in millions)
Cash and cash equivalents	$	59	$	63
Accounts receivable, net	14		17
Property and equipment, net	274		283
Deferred income tax assets	18		18
Other non-current assets	38		39
Accounts payable, accrued expenses and other	34		41
Long-term debt(1)	284		291

____________

(1)Represents finance lease liabilities; includes current maturities of $4 million as of March 31, 2026 and December 31, 2025.

Note 4: Debt

Long-term debt balances, including obligations for finance leases, and associated interest rates and maturities as of March 31, 2026, were as follows:


	March 31,		December 31,
	2026		2025
	(in millions)
Senior secured term loan facility with a rate of 5.43%, due 2030	$	3,119	$	3,119
Senior notes with a rate of 4.875%, due 2027(1)	600		600
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
Senior notes with a rate of 5.750%, due 2033(1)	1,000		1,000
Senior notes with a rate of 5.500%, due 2034(1)	1,000		1,000
Finance lease liabilities with a weighted average rate of 4.63%, due 2026 to 2060(2)	332		340
	12,451		12,459
Less: unamortized deferred financing costs and discount	(92)		(96)
Less: current maturities of long-term debt(3)	(25)		(25)
	$	12,334	$	12,338

____________

(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. ("HDOC"), 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 3: "Consolidated Variable Interest Entities" for additional information.

(3)Amounts for both periods represent current maturities of finance lease liabilities.

Our senior secured credit facilities consist of a senior secured revolving credit facility (the "Revolving Credit Facility") and senior secured term loan facilities. 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 HDOC, the named borrower under the senior secured credit facilities.

In March 2026, we amended the credit agreement governing our Revolving Credit Facility to extend the maturity date, which we expect to be March 2031, and reprice the rate on amounts outstanding to the secured overnight financing rate ("SOFR") plus 1.00%. In connection with this amendment, we incurred approximately $5 million of debt issuance costs. As of March 31, 2026, no borrowings were outstanding under the Revolving Credit Facility, which had an available borrowing capacity of $1,894 million after considering $106 million of letters of credit outstanding.

In April 2026, we borrowed $265 million under the Revolving Credit Facility for general corporate purposes and subsequently repaid $115 million of the outstanding indebtedness.

Note 5: 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, 2026
			Hierarchy Level
	Carrying Value(1)		Level 1		Level 2		Level 3
	(in millions)
Liabilities:
Long-term debt(2)	$	12,119	$	8,759	$	—	$	3,127


	December 31, 2025
			Hierarchy Level
	Carrying Value(1)		Level 1		Level 2		Level 3
	(in millions)
Assets:
Interest rate swap(3)	$	7	$	—	$	7	$	—
Liabilities:
Long-term debt(2)	12,119		8,922		—		3,142

____________

(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 4: "Debt" for additional information.

(3)In March 2026, our interest rate swap with a notional amount of $1.6 billion matured. As such, the Company does not have any interest rate swaps outstanding as of March 31, 2026.

Note 6: 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.

In October 2023, the U.S. Tax Court issued an opinion deciding that a third-party taxpayer was not entitled to apply the method of accounting provided for in Treasury Regulation Section 1.451-4 to its hotel loyalty program. We currently apply this method of accounting to our guest loyalty program for federal income tax purposes. On April 22, 2026, the U.S. Court of Appeals for the Seventh Circuit vacated the U.S. Tax Court's ruling and remanded the case for further proceedings. We are currently evaluating the appellate court ruling to determine whether it will have any impact on Hilton's accounting for income taxes.

Note 7: 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 $45 million and $36 million during the three months ended March 31, 2026 and 2025, respectively, which included amounts reimbursed by hotel owners.

RSUs

During the three months ended March 31, 2026, we granted 331,000 RSUs with a grant date fair value per share of $313.35, which generally vest in equal annual installments over two or three years from the date of grant.

Options

During the three months ended March 31, 2026, we granted 177,000 options with an exercise price per share of $313.35, 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, 2026 was $113.22, which was determined using the Black-Scholes-Merton option-pricing model with the following assumptions:


Expected volatility(1)	30.20	%
Dividend yield(2)	0.20	%
Risk-free rate(3)	3.70	%
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 options at the date of grant.

(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, 2026, we granted 128,000 performance shares with a grant date fair value per share of $313.35, which vest three years from the date of grant based on the achievement of various performance measures.

As of March 31, 2026, we determined that all of the performance measures for all outstanding performance shares granted in 2024, 2025 and 2026 were probable of achievement, with the average of the applicable achievement factors estimated to be nearly at the target achievement percentage for performance shares granted in 2025 and at the target achievement percentage for the performance shares granted in 2024 and 2026.

Note 8: Earnings Per Share

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


	Three Months Ended
	March 31,
		2026		2025
		(in millions, except per share amounts)
Basic EPS:
Numerator:
Net income attributable to Hilton stockholders		$	385	$	300
Denominator:
Weighted average shares outstanding		229		240
Basic EPS		$	1.68	$	1.25

Diluted EPS:
Numerator:
Net income attributable to Hilton stockholders		$	385	$	300
Denominator:
Weighted average shares outstanding(1)		232		243
Diluted EPS		$	1.66	$	1.23

____________

(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.

Note 9: 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, 2026
	Redeemable Noncontrolling Interests					Treasury Stock		Additional Paid-in Capital		Accumulated Deficit		Accumulated Other Comprehensive Loss
			Common Stock											Noncontrolling Interests		Total Deficit
			Shares	Amount
	(in millions)		(in millions)
Balance as of December 31, 2025	$	13	230.4	$	3	$	(14,428)	$	11,274	$	(1,508)	$	(729)	$	29	$	(5,359)
Net income (loss)	(2)		—	—		—		—		385		—		—		385
Other comprehensive loss	—		—	—		—		—		—		(16)		(2)		(18)
Dividends	—		—	—		—		—		(35)		—		—		(35)
Repurchases of common stock	—		(2.7)	—		(831)		—		—		—		—		(831)
Share-based compensation	—		0.6	—		—		(20)		—		—		—		(20)
Balance as of March 31, 2026	$	11	228.3	$	3	$	(15,259)	$	11,254	$	(1,158)	$	(745)	$	27	$	(5,878)


	Three Months Ended March 31, 2025
	Redeemable Noncontrolling Interests					Treasury Stock		Additional Paid-in Capital		Accumulated Deficit		Accumulated Other Comprehensive Loss
			Common Stock											Noncontrolling Interests		Total Deficit
			Shares	Amount
	(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)

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, 2025	$	(507)	$	(223)	$	1	$	(729)
Other comprehensive income (loss) before reclassifications	(20)		1		6		(13)
Amounts reclassified from accumulated other comprehensive loss	—		3		(6)		(3)
Net other comprehensive income (loss)	(20)		4		—		(16)
Balance as of March 31, 2026	$	(527)	$	(219)	$	1	$	(745)


	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)

____________

(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, net in our condensed consolidated statements of operations.

(3)Amounts reclassified were primarily the result of our interest rate swap that hedges our exposure to changes in SOFR, with the 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 10: 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.

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


	Three Months Ended
	March 31,
		2026		2025
		(in millions)
Franchise and licensing fees		$	703	$	631
Base and other management fees(1)		108		101
Incentive management fees(1)		82		72
Management and franchise		893		804
Ownership		249		234
Segment revenues		1,142		1,038
Amortization of contract acquisition costs		(15)		(14)
Other revenues		66		46
Cost reimbursement revenues(2)		1,755		1,630
Intersegment fees elimination(1)		(11)		(5)
Total revenues		$	2,937	$	2,695

____________

(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)Amounts include revenues 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.

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


	Three Months Ended
	March 31,
		2026		2025
		(in millions)
Management and franchise(1)(2)		$	893	$	804
Ownership(1)(2)		15		8
Segment Adjusted EBITDA		908		812
Corporate and other(3)		(7)		(17)
Interest expense		(162)		(145)
Depreciation and amortization expenses		(50)		(41)
Gain (loss) on foreign currency transactions		(5)		2
FF&E replacement reserves		(10)		(13)
Share-based compensation expense		(45)		(36)
Amortization of contract acquisition costs		(15)		(14)
Cost reimbursement revenues(4)		1,755		1,630
Reimbursed expenses(4)		(1,849)		(1,759)
Other adjustments(5)		(2)		(9)
Income before income taxes		$	518	$	410

____________

(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 was $41 million for both periods and total other ownership expenses were $195 million and $186 million for the three months ended March 31, 2026 and 2025, 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 activity related to our purchasing operations.

(4)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.

(5)Amount for the three months ended March 31, 2025 includes restructuring costs related to one of our leased hotels. Amounts for both periods include gains (losses) related to severance and other items, including non-cash charges, such as net gains (losses) related to certain of our investments in unconsolidated affiliates.

Note 11: Commitments and Contingencies

Although our management contracts may include performance clauses, 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 have provided performance guarantees that obligate us to fund these shortfalls. As of March 31, 2026, we had performance guarantees with expirations ranging from 2026 to 2043 and possible cash outlays totaling $20 million.

We also have extended debt guarantees and provided loan commitments to owners of certain hotels that we currently or in the future will manage or franchise. Our debt guarantees and loan commitments as of March 31, 2026 had expirations ranging from 2027 to 2035 and remaining possible cash outlays totaling $53 million.

The performance and debt guarantees and loan commitments 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, 2026 will not have a material adverse effect on our consolidated financial position, results of operations or cash flows.

Note 12: Supplemental Disclosures of Cash Flow Information

Cash interest paid included within operating activities in our condensed consolidated statements of cash flows was $143 million and $146 million during the three months ended March 31, 2026 and 2025, respectively. These amounts exclude $7 million and $10 million for the three months ended March 31, 2026 and 2025, 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 $41 million and $29 million for the three months ended March 31, 2026 and 2025, respectively.

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, 2025.

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 geopolitical conflicts, including Iran; 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, 2025. 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 9,260 properties comprising 1,362,278 rooms in 144 countries and territories as of March 31, 2026. Our premier brand portfolio includes luxury, lifestyle, full service, focused service and all-suites brands, as well as timeshare brands. As of March 31, 2026, we had 251 million members in our award-winning guest loyalty program, Hilton Honors, an increase of 15 percent from March 31, 2025.

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 64 percent of our system-wide hotel rooms as of March 31, 2026, 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

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, 2026
	Hotels	Rooms(1)
Hotel system
Openings	131	16,300
Net additions(2)	102	10,900

Development pipeline
Additions	224	26,200
Count as of period end(3)	3,768	527,000

____________

(1)Rounded to the nearest hundred.

(2)Represents room additions, net of rooms removed from our system. Net unit growth from March 31, 2025 to March 31, 2026 was 6.3 percent.

(3)The hotels in our development pipeline were under development throughout 129 countries and territories, including 26 countries and territories where we had no existing hotels, with almost 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.

Key Business and Financial Metrics Used by Management

Comparable Hotels

We define our comparable hotels as those that were active and operating in our system for at least one full calendar year and were open January 1st of the previous year. We exclude hotels that have undergone a change in brand or ownership type or a large-scale capital project during the current or comparable periods or otherwise do not have available comparable results, such as those that have sustained substantial property damage or encountered business interruption. We exclude strategic partner hotels from our comparable hotels. Of the 9,146 hotels in our system as of March 31, 2026, 533 hotels were strategic partner hotels and 6,966 hotels were classified as comparable hotels. Our 1,647 non-comparable hotels as of March 31, 2026 included (i) 814 hotels that were added to our system after January 1, 2025 or that have undergone a change in brand or ownership type during the current or comparable periods reported and (ii) 833 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 for them.

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, 2026, 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, 2026 and 2025 use foreign currency exchange rates for the three months ended March 31, 2026.

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 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.

Results of Operations

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


	Three Months Ended				Change
	March 31, 2026				2026 vs. 2025
System-wide
Occupancy		67.4		%		1.4	%	pts.
ADR		$	157.14			1.5	%
RevPAR		$	105.97			3.6	%

U.S.
Occupancy		68.7		%		1.3	%	pts.
ADR		$	168.08			1.4	%
RevPAR		$	115.40			3.4	%

Americas (excluding U.S.)
Occupancy		63.4		%		1.1	%	pts.
ADR		$	157.35			2.7	%
RevPAR		$	99.81			4.4	%

Europe
Occupancy		66.1		%		2.3	%	pts.
ADR		$	150.17			3.2	%
RevPAR		$	99.22			6.9	%

MEA
Occupancy		64.3		%		(4.1)	%	pts.
ADR		$	220.29			4.6	%
RevPAR		$	141.62			(1.7)	%

Asia Pacific
Occupancy		64.8		%		2.2	%	pts.
ADR		$	101.22			1.1	%
RevPAR		$	65.58			4.7	%

System-wide RevPAR increased during the three months ended March 31, 2026, primarily due to improvements in ADR in all regions, which included the impact of inflation, with growth in all customer segments driven by easier comparisons and favorable holiday shifts, as well as special events. RevPAR growth in the U.S. and the Americas, excluding the U.S., was supported by stronger demand resulting from the earlier timing of U.S. spring break in the quarter, benefitting both domestic travel in the U.S. and inbound travel to the Americas, excluding the U.S., particularly to the Caribbean and South America. Europe was also positively impacted by an increase in inbound travel with strength in leisure and group demand from spring break and the Winter Olympics. MEA RevPAR decreased as a result of the ongoing conflict in the Middle East, partially offset by increased demand in January and February for special events. RevPAR in Asia Pacific outside of China increased, driven by improvements in inbound travel due to cherry blossom festivals and other special events, while RevPAR in China increased, driven by recovery in business travel during the quarter.

The table below provides a reconciliation of net income to Adjusted EBITDA:


	Three Months Ended
	March 31,
		2026		2025
		(in millions)
Net income		$	383	$	300
Interest expense		162		145
Income tax expense		135		110
Depreciation and amortization expenses		50		41


Loss (gain) on foreign currency transactions		5		(2)

FF&E replacement reserves		10		13
Share-based compensation expense		45		36
Amortization of contract acquisition costs		15		14
Cost reimbursement revenues(1)		(1,755)		(1,630)
Reimbursed expenses(1)		1,849		1,759
Other adjustments(2)		2		9
Adjusted EBITDA		$	901	$	795

____________

(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.

(2)Amount for the three months ended March 31, 2025 includes restructuring costs related to one of our leased hotels. Amounts for both periods include losses (gains) related to severance and other items, including non-cash charges, such as net losses (gains) related to certain of our investments in unconsolidated affiliates.

Revenues


	Three Months Ended			Percent
	March 31,			Change
		2026		2025		2026 vs. 2025
	(in millions)
Franchise and licensing fees		$	696	$	625	11.4

Base and other management fees		$	95	$	88	8.0
Incentive management fees		76		72		5.6
Total management fees		$	171	$	160	6.9

The increase in franchise fees included an increase of $32 million resulting from an increase in termination fees, as well as an increase of $12 million as a result of net hotel additions.

The currency neutral increase in franchise fees at our comparable franchised hotels of $17 million was primarily due to an increase in RevPAR. During the three months ended March 31, 2026, RevPAR at our comparable franchised hotels increased 3.3 percent, due to increases in occupancy of 1.3 percentage points and ADR of 1.3 percent.

Licensing fees increased $8 million, as a result of increases in fees from our strategic partnerships, primarily resulting from activity under our co-branded credit card arrangements.

Base management fees and incentive management fees from comparable properties increased $4 million each, for a total increase of $8 million, on a currency neutral basis, as a result of an increase in RevPAR at our comparable managed hotels of 4.4 percent due to increases in occupancy of 1.5 percentage points and ADR of 2.1 percent.


	Three Months Ended			Percent
	March 31,			Change
		2026		2025		2026 vs. 2025
	(in millions)
Ownership revenues		$	249	$	234	6.4

The $15 million increase in ownership revenues included a $13 million increase resulting from favorable fluctuations in foreign currency exchange rates.

Revenues from our comparable hotels in our ownership segment increased $8 million, on a currency neutral basis, as a result of an increase in RevPAR of 4.1 percent due to an increase in occupancy of 3.7 percentage points, partially offset by a decrease in ADR of 1.6 percent. Revenues from our non-comparable hotels within our ownership segment decreased $6 million on a currency neutral basis, primarily due to a hotel that exited our system between the periods.


	Three Months Ended			Percent
	March 31,			Change
		2026		2025		2026 vs. 2025
	(in millions)
Other revenues		$	66	$	46	43.5

The increase in other revenues was primarily related to an increase in vendor rebates for activity related to our purchasing operations.

Operating Expenses


	Three Months Ended			Percent
	March 31,			Change
		2026		2025		2026 vs. 2025
	(in millions)
Ownership expenses		$	235	$	239	(1.7)

The $4 million decrease in ownership expenses included a decrease of $19 million on a currency neutral basis, partially offset by an increase of $15 million resulting from unfavorable fluctuations in foreign currency exchange rates.

Operating expenses from our non-comparable consolidated hotels within our ownership segment decreased $22 million, on a currency neutral basis, primarily due to hotels that are undergoing renovations or that exited our system between the periods.


	Three Months Ended			Percent
	March 31,			Change
		2026		2025		2026 vs. 2025
	(in millions)
Depreciation and amortization expenses		$	50	$	41	22.0
General and administrative expenses		103		94		9.6
Other expenses		22		26		(15.4)

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

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

Non-operating Income and Expenses


	Three Months Ended			Percent
	March 31,			Change
		2026		2025		2026 vs. 2025
	(in millions)
Interest expense		$	(162)	$	(145)	11.7
Gain (loss) on foreign currency transactions		(5)		2		NM(1)

Other non-operating income, net		7		17		(58.8)
Income tax expense		(135)		(110)		22.7

____________

(1)Fluctuation in terms of percentage change is not meaningful.

In May 2025, we repaid, at maturity, all $500 million in aggregate principal amount of the 5.375% Senior Notes due 2025 (the "May 2025 Senior Notes"). In both July 2025 and December 2025, we issued $1.0 billion Senior Notes (the "July 2025 Senior Notes issuance" and the "December 2025 Senior Notes issuance," respectively) for a total aggregate principal amount of $2.0 billion. In December 2025, we also redeemed all $500 million in aggregate principal amount of the 5.750% Senior Notes due 2028 (the "2028 Senior Notes").

The increase in interest expense was primarily attributable to an increase of $29 million due to the July 2025 Senior Notes issuance and December 2025 Senior Notes issuance. The increase was partially offset by a decrease in interest expense of $14 million due to the repayment of the May 2025 Senior Notes and the 2028 Senior Notes.

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, net during the three months ended March 31, 2026 was primarily driven by a decrease in interest income due to decreased interest rates and a lower average cash balance.

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

Segment Results

As of March 31, 2026, our management and franchise segment included 875 managed and 8,339 franchised and licensed properties, which included 114 timeshare and 533 strategic partner hotels, consisting of 1,346,991 total rooms, and our ownership segment included 46 hotels consisting of 15,287 total rooms. Refer to Note 10: "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, 2026, 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, 2026, we had total cash and cash equivalents of $619 million, including $55 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.

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, including those costs related to our Hilton Honors program, marketing, sales and brand programs and shared services; (ii) corporate expenses; (iii) payroll and compensation costs; (iv) taxes and compliance costs; (v) scheduled debt maturities and interest payments on our outstanding indebtedness; (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 brand programs and shared services.

In March 2026, we amended the credit agreement governing our Revolving Credit Facility to extend the maturity date, which we expect to be March 2031, and reprice the rate on amounts outstanding to SOFR plus 1.00%. Refer to Note 4: "Debt" in our unaudited condensed consolidated financial statements for additional information. Except for the amendment to the credit agreement governing our Revolving Credit Facility, there were no material changes to our contractual obligations from what we previously disclosed in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025.

During the three months ended March 31, 2026, we repurchased approximately 2.7 million shares of our common stock for $825 million, excluding the excise tax on share repurchases. As of March 31, 2026, approximately $3.9 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 11: "Commitments and Contingencies" in our unaudited condensed consolidated financial statements for additional information on our commitments that were outstanding as of March 31, 2026.

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, 2026, 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 have obtained, and expect to continue 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 have in the past, and may, from time to time, in the future 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.

Sources and Uses of Our Cash and Cash Equivalents

The following table summarizes our net cash flows:


	Three Months Ended				Percent
	March 31,				Change
	2026		2025		2026 vs. 2025
	(in millions)
Net cash provided by operating activities	$	618	$	452	36.7
Net cash used in investing activities	(39)		(50)		(22.0)
Net cash used in financing activities	(923)		(974)		(5.2)

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 management, franchise and licensing fees, discussed in "—Revenues," largely as a result of revenues from net franchise hotel additions, an increase in RevPAR at our comparable managed and franchised hotels and an increase of $32 million in termination fees received from franchised properties.

Investing Activities

Net cash used in investing activities primarily included cash flows related to: (i) capitalized software costs related to various systems initiatives for the benefit of both our hotel owners and our overall corporate operations, (ii) capital expenditures for property and equipment related to corporate property and the renovation of certain consolidated hotels and (iii) issuance of financing receivables.

Financing Activities

The decrease in net cash used in financing activities includes a $54 million decrease in cash outflows for share repurchases.

Debt and Borrowing Capacity

As of March 31, 2026, our total indebtedness, excluding the deduction for unamortized deferred financing costs and discount, was approximately $12.5 billion. No debt amounts were outstanding under the Revolving Credit Facility, which had an available borrowing capacity of $1,894 million after considering $106 million of letters of credit outstanding. In April 2026, we borrowed $265 million under the Revolving Credit Facility for general corporate purposes and subsequently repaid $115 million of the outstanding indebtedness. For additional information on our total indebtedness and guarantees on our debt, refer to Note 4: "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. However, we do not have any material indebtedness outstanding that matures prior to April 2027, and we believe that we have sufficient sources of liquidity and access to debt markets to address all indebtedness at or prior to the respective maturity dates. 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.

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, 2025, and, during the three months ended March 31, 2026, 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. In March 2026, our interest rate swap with a notional amount of $1.6 billion matured. As such, the Company does not have any interest rate swaps outstanding to hedge its variable-rate indebtedness as of March 31, 2026. Our exposure to market risk has not otherwise materially changed from what was previously disclosed in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025.

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.

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, 2026, 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, 2025.

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

(a) Unregistered Sales of Securities

None.

(b) Use of Proceeds

None.

The following table sets forth information regarding our purchases of shares of our common stock during the three months ended March 31, 2026:


	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, 2026 to January 31, 2026	923,942	$	296.42	923,942	$	4,492
February 1, 2026 to February 28, 2026	701,499	312.49		701,499	4,273
March 1, 2026 to March 31, 2026	1,107,673	299.29		1,107,673	3,941
Total	2,733,114	301.71		2,733,114

____________

(1)Includes commissions paid.

(2)Our share repurchase program was initially announced in February 2017; in January 2026, our board of directors authorized the repurchase of an additional $3.5 billion of our common stock under our stock repurchase program, bringing the total amount of repurchases of our common stock allowed under the program to $18.0 billion. 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.

Item 5. Other Information

During the three months ended March 31, 2026, 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 Number						Exhibit Description
3.1						Restated Certificate of Incorporation of Hilton Worldwide Holdings Inc. (incorporated by reference to Exhibit 3.3 to the Company’s Current Report on Form 8-K filed on May 16, 2025).
3.2						Amended and Restated By-Laws of Hilton Worldwide Holdings Inc. (incorporated by reference to Exhibit 3.4 to the Company’s Current Report on Form 8-K filed on May 16, 2025).
10.1						Form of 2026 Performance Award Agreement.*
10.2						Form of 2026 Restricted Stock Unit Agreement.*
10.3						Form of 2026 Nonqualified Stock Option Agreement.*
10.4						Amendment No. 12, dated as of March 18, 2026, to the Credit Agreement, dated as of October 25, 2013 (as amended by Amendment No. 1 to the Credit Agreement dated as of August 18, 2016, as further amended by Amendment No. 2 to the Credit Agreement dated as of November 21, 2016, as further amended by Amendment No. 3 to the Credit Agreement dated as of March 16, 2017, as further amended by Amendment No. 4 to the Credit Agreement dated as of April 19, 2018, as further amended by Amendment No. 5 to the Credit Agreement dated as of June 5, 2019, as further amended by Amendment No. 6 to the Credit Agreement dated as of June 21, 2019, as further amended by Amendment No. 7 to the Credit Agreement dated as of October 21, 2021, as further amended by Amendment No. 8 to the Credit Agreement dated as of December 9, 2022, as further amended by Amendment No. 9 to the Credit Agreement dated as of January 5, 2023, as further amended by Amendment No. 10 to the Credit Agreement dated as of November 8, 2023 and as further amended by Amendment No. 11 to the Credit Agreement dated as of June 14, 2024), by and among Hilton Worldwide Holdings Inc., Hilton Worldwide Parent LLC, Hilton Domestic Operating Company, Inc., the other guarantors party thereto from time to time, Deutsche Bank AG New York Branch as administrative agent, collateral agent, swing line lender and L/C issuer and the other lenders party thereto from time to time (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on March 18, 2026).
31.1						Certificate of Christopher J. Nassetta, President and Chief Executive Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2						Certificate of Kevin J. Jacobs, Executive Vice President and Chief Financial Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1						Certificate of Christopher J. Nassetta, President and Chief Executive Officer, pursuant to Section 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (furnished herewith).
32.2						Certificate of Kevin J. Jacobs, Executive Vice President and Chief Financial Officer, pursuant to Section 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (furnished herewith).
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.
104						Cover 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.

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:						Executive Vice President and Chief Financial Officer

Date: April 28, 2026


NORTH DAKOTA If the Participant is primarily a resident of North Dakota: (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 Oklahoma: (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 Oregon: (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 $119,541 (which is the threshold amount for 2026 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 $119,541 (which is the threshold amount for 2026 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 Puerto Rico, 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 Rhode Island, 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.


Participant Name	Number of Restricted Stock Units Granted	Vesting Schedule	Date of Grant
#ParticipantName#	#QuantityGranted# RSUs	50% vests on March 3 of 2027 and 2028 (each, a “vesting date”)	#GrantDate#


NORTH DAKOTA If the Participant is primarily a resident of North Dakota: (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 Oklahoma: (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 Oregon: (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 $1169,541 (which is the threshold amount for 2026 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 $119,541 (which is the threshold amount for 2026 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 Puerto Rico, 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 Rhode Island, 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.


NORTH DAKOTA If the Participant is primarily a resident of North Dakota: (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 Oklahoma: (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 Oregon: (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 $119,541 (which is the threshold amount for 2026 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 $119,541 (which is the threshold amount for 2026 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 Puerto Rico, 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 Rhode Island, 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.


CALIFORNIA If the Participant is primarily a resident of California: (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.”
COLORADO If the Participant is primarily a resident of Colorado, Sections 1(a)(i), 1(a)(ii) and 1(a)(iv) of Appendix A shall not apply after the Termination Date.


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 $162,164 in a consecutive 12-month period (which is the threshold amount for 2026 and subject to annual adjustment 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 Florida, notwithstanding anything in the Agreement to the contrary, Appendix A shall be governed by Florida law, without regard to principles of conflicts of law.
GEORGIA If the Participant is primarily a resident of Georgia, 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 Idaho: (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 Illinois: (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); (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); and (c) The Participant has been provided a copy of Appendix A and this Appendix B at least 14 calendar days before the commencement of the Participant’s employment, or the Participant may take up to 14 calendar days to review Appendix A (as modified by this Appendix B) before signing the Agreement.
LOUISIANA If the Participant is primarily a resident of Louisiana, 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 Maine: (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; (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; and (c) The Participant acknowledges and agrees that the Participant has had at least 3 business days to consider the noncompetition and other restrictive covenants set forth in Appendix A (as modified by this Appendix B).
MARYLAND If the Participant is primarily a resident of Maryland, 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.


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 (b) 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) If the Participant is a current employee of the Company Group, 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. If the Participant is receiving the Performance Shares in connection with the Participant’s commencement of employment with the Company Group, the Participant acknowledges that the Participant was provided a copy of Appendix A (as modified by this Appendix B) by the earlier of a formal offer of employment or 10 business days before the commencement of the Participant’s employment with the Company Group.
MINNESOTA If the Participant is primarily a resident of Minnesota, Section 1(a)(ii) of Appendix A shall not apply during the post-employment portion of the Restricted Period.


NEVADA If the Participant is primarily a resident of Nevada: (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 New Hampshire: (a)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; and (b)If the Participant is receiving the Performance Shares in connection with the Participant’s commencement of employment with the Company Group, the Participant acknowledges and agrees that the Participant has received the noncompetition and other restrictive covenants set forth in Appendix A (as modified by this Appendix B) prior to the Participant’s acceptance of any offer of employment with the Company Group.


SOUTH DAKOTA If the Participant is primarily a resident of South Dakota, 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 Utah, 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 Virginia: (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 (i) earning, over a rolling 52-week period preceding the Termination Date, less than Virginia’s average weekly wage, which for the first quarter of 2026 was equivalent to approximately $78,364.52 annually or (ii) who, regardless of average weekly wage, is overtime eligible under the Fair Labor Standards Act. 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.


WASHINGTON If the Participant is primarily a resident of Washington: (a) Unless the Participant’s annualized “earnings” (as defined by Washington law) from the Company Group exceed $126,858.83 per year (which is the threshold amount for 2026 and subject to annual adjustments pursuant to Washington law), (i) Section 1(a)(ii) of Appendix A shall not apply after the Termination Date and (ii) Section 1(a)(i) of Appendix A shall only apply to current (rather than prospective) clients or 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, 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; (c) Section 1(a)(ii) of Appendix A shall not apply for more than eighteen months after the Termination Date; (d) The following sentence shall be added as Section 2(c)(v) of Appendix A: “In accordance with Section 49.44.140 of the Revised Code of Washington, the Participant is hereby notified that the provisions of this Section 3 do not apply to (i) any invention for which no equipment, supplies, facility, or Confidential Information or Works of the Company Group was used and which was developed entirely on the Participant’s own time and (1) which does not relate (a) directly to the Company Group’s business or (b) to the Company Group’s actual or demonstrably anticipated research or development, and (2) which does not result from any work performed by the Participant for the Company Group or (ii) any Works, to the extent such application would violate any applicable law.”; and (d) If the Participant is receiving the Performance Shares in connection with the Participant’s commencement of employment with the Company Group, the Participant acknowledges and agrees that the Participant has received the noncompetition and other restrictive covenants set forth in Appendix A (as modified by this Appendix B) prior to the Participant’s acceptance of any offer of employment with the Company Group.
WISCONSIN If the Participant is primarily a resident of Wisconsin: (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.