Hilton Worldwide Holdings Inc.HLT
Hilton Worldwide Holdings Inc. Stock Compensation Disclosure
Share-Based Compensation
We recognized share-based compensation expense of $170 million, $176 million and $169 million during the years ended December 31, 2025, 2024 and 2023, respectively, which included amounts reimbursed by hotel owners, and the related tax benefit recognized was $66 million, $72 million and $48 million, respectively.
As of December 31, 2025, unrecognized compensation costs for unvested awards under the 2017 Plan were approximately $135 million, which are expected to be recognized over a weighted average period of 1.7 years on a straight-line basis. As of December 31, 2025, there were 9.1 million remaining shares authorized for awards under the 2017 Plan, including any shares subject to awards outstanding under the 2013 Omnibus Incentive Plan that will become available for issuance under the 2017 Plan if such outstanding awards expire or are terminated or are canceled or forfeited.
RSUs
The following table provides information about our RSU grants:
| Year Ended December 31, | |||||||||||||||||
| 2025 | 2024 | 2023 | |||||||||||||||
| Number of shares granted (in thousands) | 398 | 473 | 604 | ||||||||||||||
| Weighted average grant date fair value per share | $ | 259.01 | $ | 203.98 | $ | 146.19 | |||||||||||
Aggregate fair value of shares vested (in millions) | $ | 127 | $ | 107 | $ | 84 | |||||||||||
The following table summarizes the activity of our RSUs during the year ended December 31, 2025:
| Number of Shares | Weighted Average Grant Date Fair Value per Share | ||||||||||
| (in thousands) | |||||||||||
Outstanding as of December 31, 2024 | 922 | $ | 175.37 | ||||||||
| Granted | 398 | 259.01 | |||||||||
| Vested | (483) | 166.96 | |||||||||
| Forfeited | (39) | 207.65 | |||||||||
Outstanding as of December 31, 2025 | 798 | 220.64 | |||||||||
Options
The following table provides information about our option grants:
| Year Ended December 31, | |||||||||||||||||
| 2025 | 2024 | 2023 | |||||||||||||||
| Number of options granted (in thousands) | 220 | 264 | 341 | ||||||||||||||
| Weighted average exercise price per share | $ | 257.51 | $ | 203.95 | $ | 146.18 | |||||||||||
| Weighted average grant date fair value per share | $ | 92.58 | $ | 71.25 | $ | 52.27 | |||||||||||
Aggregate intrinsic value of options exercised (in millions) | $ | 45 | $ | 90 | $ | 18 | |||||||||||
The weighted average grant date fair value per share of the option grants for each year was determined using the Black-Scholes-Merton option-pricing model with the following weighted-average assumptions:
| Year Ended December 31, | |||||||||||||||||
| 2025 | 2024 | 2023 | |||||||||||||||
Expected volatility(1) | 28.75 | % | 27.94 | % | 30.16 | % | |||||||||||
Dividend yield(2) | 0.24 | % | 0.33 | % | 0.43 | % | |||||||||||
Risk-free rate(3) | 4.18 | % | 4.17 | % | 4.00 | % | |||||||||||
Expected term (in years)(4) | 6.0 | 6.0 | 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 terms of the options at the date of each grant.
(2)Estimated based on the expected quarterly dividend and the three-month average stock price at the date of each 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 each grant.
(4)Estimated using the midpoint of the vesting periods and the contractual terms of the options as we do not have sufficient historical share option exercise data to estimate the terms of our option grants.
The following table summarizes the activity of our options during the year ended December 31, 2025:
| Number of Shares | Weighted Average Exercise Price per Share | ||||||||||
| (in thousands) | |||||||||||
Outstanding as of December 31, 2024 | 2,711 | $ | 109.94 | ||||||||
| Granted | 220 | 257.51 | |||||||||
| Exercised | (235) | 75.64 | |||||||||
Forfeited | (23) | 200.85 | |||||||||
Outstanding as of December 31, 2025(1) | 2,673 | 124.32 | |||||||||
Exercisable as of December 31, 2025(2) | 2,184 | 104.04 | |||||||||
____________
(1)The aggregate intrinsic value was $436 million and the weighted average remaining contractual term was 4.9 years.
(2)The aggregate intrinsic value was $400 million and the weighted average remaining contractual term was 4.1 years.
Performance Shares
As of December 31, 2025, we determined that all of the performance measures for the outstanding performance shares granted in 2023, 2024, and 2025 were probable of achievement, with the average of the applicable achievement factors estimated to be between the target and maximum achievement percentages for the performance shares granted in 2023 and nearly at the target achievement percentage for performance shares granted in 2024 and 2025.
The following table provides information about our performance share grants for the last three years:
| Year Ended December 31, | |||||||||||||||||
| 2025 | 2024 | 2023 | |||||||||||||||
| Number of shares granted (in thousands) | 158 | 187 | 244 | ||||||||||||||
| Weighted average grant date fair value per share | $ | 257.48 | $ | 204.31 | $ | 146.18 | |||||||||||
Aggregate fair value of shares vested (in millions) | $ | 54 | $ | 47 | $ | 42 | |||||||||||
The following table summarizes the activity of our performance shares in aggregate for all of our performance measures during the year ended December 31, 2025, with the performance shares reflected at the target achievement percentage until completion of the performance period:
| Number of Shares | Weighted Average Grant Date Fair Value per Share | ||||||||||
| (in thousands) | |||||||||||
Outstanding as of December 31, 2024 | 621 | $ | 165.12 | ||||||||
| Granted | 158 | 257.48 | |||||||||
Performance achievement share adjustments(1) | 107 | 150.67 | |||||||||
| Vested | (310) | 150.67 | |||||||||
| Forfeited | (22) | 193.94 | |||||||||
Outstanding as of December 31, 2025 | 554 | 195.65 | |||||||||
____________
(1)Reflects the number of shares achieved above target, based on actual performance as determined at the completion of the respective three-year performance period.
Historical Timeline
| Fiscal Year | Filed | |
|---|---|---|
| 2025 | Feb 11, 2026 | Showing above |
| 2024 | Feb 6, 2025 | |
| 2023 | Feb 7, 2024 | |
| 2022 | Feb 9, 2023 | |
| 2021 | Feb 16, 2022 | |
| 2020 | Feb 17, 2021 | |
| 2019 | Feb 11, 2020 | |
| 2018 | Feb 13, 2019 | |
| 2017 | Feb 14, 2018 | |
| 2016 | Feb 15, 2017 | |
| 2015 | Feb 26, 2016 | |
About Stock Compensation Disclosures
Stock-based compensation disclosures detail the equity awards granted to employees and executives — including stock options, restricted stock units (RSUs), and performance shares — along with the valuation methods and assumptions used to expense them. This section reveals the true cost of talent retention and the alignment between management incentives and shareholder interests.
Key signals: total unrecognized compensation expense and its expected recognition period signal future earnings headwinds from already-granted awards. For stock options, examine Black-Scholes assumptions — expected volatility, risk-free rate, and expected term — as understating any of these reduces reported compensation expense. Compare stock compensation expense as a percentage of revenue against peers to assess dilution cost. Watch vesting schedules for acceleration clauses tied to change-of-control events. Performance-based awards with undemanding targets may indicate weak governance. Add back stock compensation to operating cash flow to calculate a more conservative free cash flow figure.