# Hilton Worldwide Holdings Inc. (HLT): Recent Events

## Filings that contain financial statements

Each earnings release below (Exhibit 99.1 to a Form 8-K) carries a condensed consolidated statement of operations plus non-GAAP reconciliations. None of them includes a balance sheet or cash flow statement; those are in the periodic reports.

- Form 8-K filed 2026-10-27, accession 0001585689-26-000049: third quarter 2026 results. Condensed statements of operations for the three and nine months ended September 30, 2026 and 2025, system-wide operating statistics, property summary, capital expenditures and contract acquisition costs, and non-GAAP reconciliations.
- Form 8-K filed 2026-07-28, accession 0001585689-26-000042: second quarter 2026 results (three and six months ended June 30, 2026 and 2025), same set of schedules.
- Form 8-K filed 2026-04-28, accession 0001585689-26-000031: first quarter 2026 results (three months ended March 31, 2026 and 2025).
- Form 8-K filed 2026-02-11, accession 0001585689-26-000005: fourth quarter and full year 2025 results.

## Earnings and guidance

**Third quarter 2026 (8-K, 2026-10-27, 0001585689-26-000049).** Diluted EPS was $2.37 (adjusted for special items, $2.45), against $1.78 ($2.11 adjusted) a year earlier. Net income was $536 million versus $421 million, and Adjusted EBITDA was $1,058 million versus $976 million. Total revenues were $3,325 million versus $3,120 million. System-wide comparable RevPAR rose 5.8% on a currency neutral basis. The release says the quarter benefited from the World Cup and favorable calendar and holiday shifts. The company approved 30,500 rooms for development, taking the pipeline to 543,100 rooms, and added 27,000 rooms for 23,000 net additions. Net unit growth was 6.0% year over year.

- Guidance was raised on RevPAR and net income: full year 2026 RevPAR growth of 4.0% to 4.5% (previously 3.0% to 3.5%), diluted EPS of $8.38 to $8.44, adjusted diluted EPS of $9.07 to $9.13, net income of $1,909 million to $1,923 million (previously $1,883 million to $1,911 million, and still below the initial February 2026 range of $1,982 million to $2,011 million), and Adjusted EBITDA of $4,060 million to $4,080 million (previously $4,040 million to $4,080 million). The company says the Adjusted EBITDA range incorporates lower expectations for the Middle East and for timeshare license fees compared with prior guidance.
- Fourth quarter 2026 outlook: RevPAR up 3.0% to 3.5%, net income of $508 million to $522 million, Adjusted EBITDA of $1,047 million to $1,067 million. The release says the fourth quarter is expected to be affected by midterm elections and an increased impact from the Middle East.
- Net unit growth is expected around the midpoint of the 6.0% to 7.0% range; capital return is still projected at about $3.5 billion for the year.

**Second quarter 2026 (8-K, 2026-07-28, 0001585689-26-000042).** Diluted EPS was $2.10 (adjusted $2.29), net income $482 million, Adjusted EBITDA $1,054 million, and RevPAR up 3.9%. The CFO attributed part of the beat to $17 million of non-RevPAR items previously expected in the second half. Full year RevPAR guidance rose to 3.0% to 3.5% (from 2.0% to 3.0%) and Adjusted EBITDA guidance to $4,040 million to $4,080 million (from $4,020 million to $4,060 million). Full year net income guidance was lowered again, to $1,883 million to $1,911 million (from $1,909 million to $1,937 million). The company also announced a new upper-midscale brand, Undergraduate by Hilton.

**First quarter 2026 (8-K, 2026-04-28, 0001585689-26-000031).** The release is headed "Raises Full Year Outlook". Diluted EPS was $1.66 (adjusted $2.01), net income $383 million, Adjusted EBITDA $901 million, and RevPAR up 3.6%. Full year RevPAR guidance rose to 2.0% to 3.0% (from 1.0% to 2.0%) and Adjusted EBITDA guidance to $4,020 million to $4,060 million (from $4,000 million to $4,040 million). Full year net income guidance moved the other way, to $1,909 million to $1,937 million from $1,982 million to $2,011 million in February, even though the RevPAR and Adjusted EBITDA ranges rose. The company launched Select by Hilton in March 2026, with YOTEL as its first brand.

**Fourth quarter and full year 2025 (8-K, 2026-02-11, 0001585689-26-000005).** Full year 2025 diluted EPS was $6.12 (adjusted $8.11), net income $1,461 million, Adjusted EBITDA $3,725 million, and RevPAR up 0.4%. Initial 2026 guidance: RevPAR up 1.0% to 2.0%, net income $1,982 million to $2,011 million, Adjusted EBITDA $4,000 million to $4,040 million, capital return of about $3.5 billion, net unit growth of 6.0% to 7.0%. In January 2026 the board authorized an additional $3.5 billion of share repurchases; about $1.3 billion remained under the prior authorization at December 31, 2025.

## Capital actions and financing

- **Share repurchases and dividends.** Third quarter repurchases were 2.6 million shares at an average $320.05 for $845 million. Through nine months the company repurchased 8.2 million shares at an average $316.36, and total capital return including dividends was $2,705 million. Year to date through October it was $2,902 million (0001585689-26-000049). The regular quarterly dividend stayed at $0.15 per share; the board authorized the next payment, due December 29, 2026 to holders of record December 1, 2026.
- **$1.0 billion 5.500% Senior Notes due 2031 (8-K, 2026-05-11, 0001193125-26-217102).** Hilton Domestic Operating Company Inc., an indirect subsidiary, issued and sold the notes at par on May 11, 2026. Net proceeds repaid $450 million of revolving credit facility borrowings, with the remainder for general corporate purposes. The notes are senior unsecured, pay interest semi-annually from November 15, 2026, and mature September 15, 2031. Launch and pricing press releases dated May 7, 2026 are Exhibits 99.1 and 99.2 of the same filing.
- **Revolving credit facility amendment (8-K, 2026-03-18, 0001193125-26-113998).** Amendment No. 12 extends the revolver maturity to the earlier of five years from March 18, 2026 and 91 days before the stated maturity of the existing term loans. The first quarter release says the amendment repriced amounts outstanding to SOFR plus 1.00% and cost about $5 million of debt issuance costs. The revolver had no borrowings and $1,894 million of available capacity at September 30, 2026 (0001585689-26-000049).
- **$1.0 billion 5.500% Senior Notes due 2034 and 2028 note redemption (8-Ks, 2025-12-02, 0001193125-25-305253, and 2025-12-11, 0001193125-25-315917).** The purchase agreement was signed December 1, 2025 and the notes were issued December 10, 2025. On December 11, 2025 the issuer completed redemption of all $500 million of its 5.750% Senior Notes due 2028 at par, and the related indenture was discharged.
- **Debt position at September 30, 2026 (0001585689-26-000049).** Debt outstanding was $13.5 billion at a weighted average interest rate of 5.09%. Apart from $600 million of Senior Notes due April 2027, no material indebtedness matures until April 2029. Cash and equivalents were $830 million, including $56 million restricted.

## Management, governance and listing

- **Nasdaq listing transfer (8-K, 2026-10-20, 0001585689-26-000045).** Hilton notified the NYSE of its intention to move its common stock listing to the Nasdaq Global Select Market. NYSE trading was expected to end at the close on November 4, 2026, with Nasdaq trading beginning November 5, 2026 under the same ticker, HLT. The company says the transfer does not change its business strategy or capital allocation priorities.
- **Chief Technology Officer.** The third quarter release (0001585689-26-000049) announces the appointment of Jeff Moore as Executive Vice President and Chief Technology Officer. This follows the May 2026 announcement that the company had begun an outside search for a new chief technology officer role.
- **Leadership transition (8-K, 2026-05-05, 0001193125-26-205180).** Christopher W. Silcock, President, Global Brands and Commercial Services, intends to retire in the first quarter of 2027. Laura Fuentes becomes Chief Brand Officer and Chris Wilroy, Chief Commercial Officer, joins the Executive Committee, both later in 2026.
- **Annual meeting (8-K, 2026-05-18, 0001585689-26-000037).** At the May 14, 2026 meeting, stockholders elected all nine directors, ratified Ernst & Young LLP as auditor for 2026, and approved the Amended and Restated 2017 Omnibus Incentive Plan, which authorizes an additional 846,000 shares and extends the plan term to May 14, 2036.

## Acquisitions and divestitures

No signed or closed acquisition or divestiture appears in the 8-Ks reviewed for this period.

## Earlier items (prior fiscal year, for context)

- 8-K, 2025-07-07, 0001193125-25-156239: $1.0 billion of 5.750% Senior Notes due 2033 issued July 7, 2025, with proceeds used to repay $515 million of revolver borrowings and for general corporate purposes.
- 8-K, 2025-05-16, 0001585689-25-000109: stockholders approved charter amendments at the May 14, 2025 meeting removing the supermajority requirement to amend the by-laws and adding officer exculpation.