Every material Form 8-K Hilton Worldwide has filed with the SEC since December 13, 2024, read and summarized by AI: what happened, the key figures, whether it reads positive or negative for shareholders, and how big a deal it is (impact 1-5). Newest first; each brief links to its own page and to the filing on SEC.gov.
Hilton Worldwide Holdings Inc. reported its third quarter 2026 financial results, posting net income of $536 million and diluted EPS of $2.37. The company also announced plans to transfer its stock listing to Nasdaq effective November 5, 2026, and updated its full-year guidance for 2026.
Diluted EPS was $2.37 and adjusted diluted EPS was $2.45 for the third quarter ended September 30, 2026.
System-wide comparable RevPAR increased 5.8 percent on a currency neutral basis for the third quarter compared to 2025.
The company repurchased 2.6 million shares of common stock during the third quarter.
Full year 2026 net income is projected to be between $1,909 million and $1,923 million.
Hilton notified the New York Stock Exchange that it will voluntarily transfer the listing of its common stock to the Nasdaq Global Select Market. The stock will keep the ticker HLT, and no action is required from shareholders. The filing reports no change to financial results or business strategy, so the move mainly affects where shares are listed and traded.
NYSE trading in Hilton common stock is expected to end at market close on November 4, 2026.
Trading on Nasdaq is expected to begin at market open on November 5, 2026, under the existing ticker HLT.
The press release says the transfer does not alter Hilton's business strategy or capital allocation priorities.
Hilton's CEO Chris Nassetta said the company is grateful to the NYSE for its longstanding partnership.
Hilton reported second quarter 2026 net income of $482 million, up from $442 million a year earlier, and diluted EPS of $2.10 versus $1.84. The company also projected full year 2026 net income of $1,883 million to $1,911 million and Adjusted EBITDA of $4,040 million to $4,080 million, and expects capital return of about $3.5 billion. Because headline profit and revenue measures improved, the results point to stronger earnings for shareholders.
Q2 2026 diluted EPS was $2.10 versus $1.84 a year earlier; adjusted for special items, it was $2.29 versus $2.20
Q2 2026 Adjusted EBITDA was $1,054 million, up from $1,008 million; system-wide comparable RevPAR rose 3.9%
Full year 2026 diluted EPS is projected at $8.22 to $8.35; third quarter diluted EPS at $2.20 to $2.26
Company repurchased 2.9 million shares in Q2 2026 and reported $2,034 million in total capital return year to date through July
At its May 14, 2026 annual meeting, Hilton Worldwide Holdings' stockholders approved an amended and restated 2017 Omnibus Incentive Plan that authorizes 846,000 additional shares and extends the plan to May 14, 2036. Stockholders also re-elected all nine director nominees, ratified Ernst & Young LLP as auditor for fiscal 2026, and approved executive compensation on an advisory basis; the company plans to hold that advisory pay vote every year. The votes are routine annual-meeting matters that set the terms of equity awards and governance practices for shareholders.
Stockholders approved the amended 2017 Omnibus Incentive Plan, adding 846,000 shares and extending the term 10 years to May 14, 2036
All nine director nominees were elected for one-year terms expiring in 2027, including Christopher J. Nassetta with 204,069,298 votes for
Stockholders ratified Ernst & Young LLP as independent registered public accounting firm for fiscal year 2026 with 206,194,080 votes for
Stockholders voted for an advisory pay vote every One Year; the company intends to hold it annually
Hilton's indirect subsidiary Hilton Domestic Operating Company issued $1 billion of 5.500% Senior Notes due September 15, 2031, at 100% of par on May 11, 2026. The company said $450 million of the proceeds will repay borrowings under the issuer's senior secured revolving credit facility, with the remainder for general corporate purposes. The filing does not report earnings or guidance, so the effect on shareholders depends on how the added debt is used over time.
Principal amount: $1 billion; issued at 100% of par with a 5.500% annual coupon
Interest paid semi-annually on May 15 and November 15, starting November 15, 2026
$450 million of proceeds used to repay senior secured revolving credit facility borrowings
Hilton Worldwide Holdings and its parent entity guarantee the notes on a senior unsecured basis
Hilton Worldwide Holdings said on May 5, 2026 that Christopher W. Silcock, President, Global Brands & Commercial Services, intends to retire in the first quarter of 2027. The company announced several leadership updates, effective later in 2026, to prepare for his departure. The filing also says Hilton is searching outside the company for a new chief technology officer.
Christopher W. Silcock, President, Global Brands & Commercial Services, intends to retire in Q1 2027
Laura Fuentes, EVP, Chief Human Resources Officer and Head of Hilton Supply Management, will become Chief Brand Officer
Chris Wilroy, Chief Commercial Officer, will join the Executive Committee
Hilton is conducting an outside search for a new chief technology officer
Hilton reported first-quarter 2026 diluted EPS of $1.66, up from $1.23 a year earlier, and net income of $383 million, up from $300 million. The company's release says it raised its full-year 2026 outlook, now projecting diluted EPS of $8.28 to $8.40 and net income of $1,909 million to $1,937 million, which matters to shareholders because it signals expected earnings growth for the year.
Q1 2026 diluted EPS was $1.66 versus $1.23 in Q1 2025; adjusted for special items, $2.01 versus $1.72
Total revenues were $2,937 million versus $2,695 million; system-wide comparable RevPAR rose 3.6 percent
Full-year 2026 diluted EPS projected at $8.28 to $8.40; second-quarter diluted EPS projected at $2.13 to $2.19
Repurchased 2.7 million shares in Q1 2026 for $825 million; full-year capital return projected at about $3.5 billion
Hilton Domestic Operating Company, an indirect subsidiary of Hilton Worldwide Holdings, entered into Amendment No. 12 to its credit agreement on March 18, 2026. The amendment extends the maturity of the senior secured revolving credit facility, changes its interest pricing terms, and raises the letter of credit and swingline borrowing sublimits. The filing describes these as credit facility terms and does not report a dollar amount for the facility itself or any effect on earnings.
Revolving credit facility maturity extended to the earlier of five years after March 18, 2026 or 91 days before the stated maturity of existing term loans
Letter of credit sublimit increased from $250 million to $500 million
Same-day swingline borrowing sublimit increased from $100 million to $200 million
Base margin on SOFR-based loans is 1.00% per annum when first lien net leverage is 1.50 to 1.00 or lower, with step-ups at higher leverage levels
Hilton reported fourth-quarter and full-year 2025 results on February 11, 2026, and issued 2026 outlook. Q4 adjusted diluted EPS rose to $2.08 from $1.76, and Adjusted EBITDA rose to $946 million from $858 million, but GAAP diluted EPS fell to $1.27 from $2.06 and net income fell to $298 million from $505 million. The company projects 2026 adjusted diluted EPS of $8.65 to $8.77 and Adjusted EBITDA of $4,000 million to $4,040 million.
Q4 2025 total revenues were $3,087 million, up from $2,783 million; system-wide comparable RevPAR rose 0.5 percent.
Full-year 2025 diluted EPS was $6.12 and adjusted diluted EPS was $8.11, versus $6.14 and $7.12 in 2024.
2026 outlook: net income of $1,982 million to $2,011 million and capital return of approximately $3.5 billion.
In January 2026 the board authorized an additional $3.5 billion for share repurchases.
Hilton's indirect subsidiary Hilton Domestic Operating Company issued $1 billion of 5.500% Senior Notes due 2034 on December 10, 2025, and used the proceeds to redeem in full its $500 million 5.750% Senior Notes due 2028. The refinancing extends the maturity of part of the company's debt, and the remainder of the proceeds will go to general corporate purposes.
$1 billion of 5.500% Senior Notes due March 31, 2034, issued at 100% of par on December 10, 2025
$500 million 5.750% Senior Notes due 2028 redeemed in full on December 11, 2025, at 100.00% of principal plus accrued interest
Notes are guaranteed by Hilton Worldwide Holdings Inc. and Hilton Worldwide Parent LLC on a senior unsecured basis
Hilton reported third quarter 2025 results for the period ended September 30, 2025. Net income rose to $421 million from $344 million a year earlier, and total revenues increased to $3,120 million from $2,867 million, while system-wide comparable RevPAR declined 1.1 percent. The company also projected full year 2025 diluted EPS of $6.71 to $6.80 and capital return of approximately $3.3 billion.
Diluted EPS was $1.78 versus $1.38 a year earlier; adjusted for special items, it was $2.11 versus $1.92.
Adjusted EBITDA was $976 million, up from $904 million in the third quarter of 2024.
Full year 2025 guidance: diluted EPS of $6.71 to $6.80 and net income of $1,604 million to $1,625 million.
Repurchased 2.8 million shares in the third quarter for a total of $757 million.
Hilton reported second-quarter 2025 diluted EPS of $1.84, up from $1.67 a year earlier, and net income of $442 million, up from $422 million. Total revenues rose to $3.1 billion from $2.95 billion, while system-wide comparable RevPAR fell 0.5 percent. The company projects full-year 2025 diluted EPS of $6.82 to $6.99 and capital return of approximately $3.3 billion.
Q2 diluted EPS was $1.84 versus $1.67; adjusted for special items, $2.20 versus $1.91
Total revenues were $3,137 million versus $2,951 million; net income was $442 million versus $422 million
System-wide comparable RevPAR declined 0.5 percent, while management and franchise fee revenues rose 7.9 percent
Full-year 2025 diluted EPS is projected at $6.82 to $6.99, and third-quarter diluted EPS at $1.89 to $1.95
On July 7, 2025, Hilton Domestic Operating Company Inc., an indirect subsidiary of Hilton Worldwide Holdings Inc., issued $1 billion of 5.750% senior unsecured notes due September 15, 2033, at 100% of par. The offering was upsized from the $500 million announced July 1, and net proceeds will repay $515 million under the senior secured revolving credit facility, with the remainder for general corporate purposes. The filing adds $1 billion of long-term debt for the parent group but does not include earnings or guidance.
$1 billion aggregate principal, upsized from $500 million announced July 1, 2025; issued at 100% of par
Interest of 5.750% per year, paid semi-annually on June 15 and December 15, starting December 15, 2025
Net proceeds to repay $515 million of revolving credit facility debt; remainder for general corporate purposes
Hilton Worldwide Holdings Inc. guarantees the notes; holders may require repurchase at 101% of principal upon a change of control triggering event
Hilton reported first-quarter 2025 results for the quarter ended March 31, 2025. Net income rose to $300 million from $268 million a year earlier, and diluted EPS rose to $1.23 from $1.04, while system-wide comparable RevPAR increased 2.5 percent. The company also projected full-year 2025 diluted EPS of $7.04 to $7.22 and Adjusted EBITDA of $3,650 million to $3,710 million.
Diluted EPS was $1.23 versus $1.04 a year earlier; adjusted for special items, it was $1.72 versus $1.53.
Net income was $300 million and Adjusted EBITDA was $795 million, compared with $268 million and $750 million.
Full-year 2025 outlook: diluted EPS of $7.04 to $7.22 and net income of $1,707 million to $1,749 million.
Repurchased 3.7 million shares in the quarter; total capital return of $927 million for the quarter and $1,157 million year to date through April.
Hilton director Judith McHale notified the company on February 27, 2025, that she will not stand for re-election and will retire from the board effective May 13, 2025, and the filing states this is not the result of any disagreement. Hilton's board has nominated Marissa Mayer for election at the 2025 annual meeting of stockholders, and the company says she would succeed McHale if elected.
Judith McHale notified Hilton on February 27, 2025, of her intent to retire from the board, effective May 13, 2025.
The filing says McHale's retirement is not the result of any disagreement with the company.
Hilton's board nominated Marissa Mayer, CEO of Sunshine Products and former CEO of Yahoo!, for election at the 2025 annual meeting.
McHale served on the Audit and Compensation committees and chaired the Compensation Committee since 2018.
Hilton reported fourth-quarter and full-year 2024 results that its filing says exceeded the high end of its guidance for diluted EPS, net income and Adjusted EBITDA. The company also issued 2025 guidance, projecting diluted EPS of $7.45 to $7.56 and net income of $1,829 million to $1,858 million, and said it expects to return about $3.3 billion to shareholders in 2025.
Q4 2024 diluted EPS was $2.06 versus $0.57 a year earlier; full-year diluted EPS was $6.14 versus $4.33
Q4 2024 net income was $505 million versus $150 million; Adjusted EBITDA was $858 million versus $803 million
Full-year 2025 guidance: diluted EPS $7.45 to $7.56, Adjusted EBITDA $3,700 million to $3,740 million, net unit growth 6.0% to 7.0%
System-wide comparable RevPAR rose 3.5% in Q4 and 2.7% for the full year, on a currency neutral basis
Hilton said its Senior Vice President and Chief Accounting and Risk Officer, Michael W. Duffy, resigned to pursue an outside opportunity, effective February 7, 2025. The company said the departure is not due to any disagreement on financial statements, internal controls, operations, policies or practices. Misha Moylan, currently head of Internal Audit and Enterprise Risk Management, will take over as Senior Vice President and Chief Accounting Officer.
Michael W. Duffy notified Hilton of his resignation on December 10, 2024; it takes effect February 7, 2025.
Duffy will remain principal accounting officer until his departure date.
Misha Moylan, 40, a Hilton employee since 2010, will become Senior Vice President and Chief Accounting Officer.
Moylan has led Internal Audit since September 2019.
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