Hilton Worldwide Holdings Inc — Current Report (Form 8-K)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): March 18, 2026

Hilton Worldwide Holdings Inc.

(Exact Name of Registrant as Specified in its Charter)

7930 Jones Branch Drive, Suite 1100, McLean, Virginia 22102

(Address of Principal Executive Offices) (Zip Code)

(703) 883-1000

(Registrant’s Telephone Number, Including Area Code)

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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. ☐

Credit Agreement Amendment

On March 18, 2026 (the “Amendment Effective Date”), Hilton Domestic Operating Company Inc. (the “Borrower”), an indirect subsidiary of Hilton Worldwide Holdings Inc. (the “Company”), entered into Amendment No. 12 (the “Amendment”) to the Credit Agreement dated as of October 25, 2013 (as amended, the “Credit Agreement”).

After giving effect to the Amendment, (i) the maturity date of the senior secured revolving credit facility (the “Revolving Credit Facility”) under the Credit Agreement will be extended to the earlier of (x) five years following the Amendment Effective Date and (y) the date that is 91 days prior to the stated maturity of the Borrower’s existing term loans, (ii) the Revolving Credit Facility will bear interest, at the Borrower’s option, at a per annum rate equal to a margin over either (x) a base rate determined by reference to the highest of (1) the administrative agent’s prime lending rate, (2) the federal funds effective rate plus 0.50% and (3) the term SOFR rate for a one-month interest tenor plus 1.00%, (y) a daily simple SOFR rate determined by reference to the SOFR rate published by the Federal Reserve Bank of New York (or a successor administrator of the secured overnight financing rate) or (z) a term SOFR rate determined by reference to the SOFR rate published by CME Group Benchmark Administration Limited for the interest period relevant to such borrowing, in each case, plus a margin of (I) in the case of base rate loans, 0.00% per annum and (II) in the case of SOFR rate loans and daily simple SOFR loans, 1.00% per annum when first lien net leverage ratio is less than or equal to 1.50 to 1.00, subject to a step-up of 0.25% per annum in the event the first lien net leverage ratio exceeds 1.50 to 1.00 but is less than or equal to 2.50 to 1.00, subject to an additional step-up of 0.25% per annum in the event the first lien net leverage ratio exceeds 2.50 to 1.00 but is less than or equal to 3.50 to 1.00 and subject to an additional step-up of 0.25% per annum in the event the first lien net leverage ratio exceeds 3.50 to 1.00, (iii) the letter of credit sublimit will be increased from $250,000,000 to $500,000,000 and (iv) the same day swingline borrowing sublimit will be increased from $100,000,000 to $200,000,000.

All other terms of the Revolving Credit Facility and the Credit Agreement will remain substantially the same except as otherwise amended by the Amendment.

Certain of the participants in the Credit Agreement and their respective affiliates have engaged in, and may in the future engage in, investment banking, advisory roles and other commercial dealings in the ordinary course of business with the Company and/or its affiliates. They have received, or may in the future receive, customary fees and commissions for these transactions.

The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of such document, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

(d) Exhibits.

SIGNATURE

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 hereunto duly authorized.

Date: March 18, 2026