Hilton Worldwide Holdings Inc.
For the period ended Sep 30, 2026. Filed Oct 27, 2026.
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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Sep 30, 2026 · Filed Oct 27, 2026
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Item 5. Other Information
During the three months ended September 30, 2026, no director or officer (as defined in Rule 16a-1(f) of the Exchange Act) of the Company adopted, modified orterminated 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, except the following trading arrangement:
On September 15, 2026, Laura Fuentes, Executive Vice President and Chief Human Resources Officer, adopted a Rule 10b5-1 trading arrangement that is intended to satisfy the affirmative defense of Rule 10b5-1(c) for the sale of up to 5,500 shares of our common stock until May 21, 2027.
Disclosure Pursuant to Section 13(r) of the Securities Exchange Act of 1934
Pursuant to Section 13(r) of the Exchange Act, an issuer is required to disclose in its annual or quarterly reports, as applicable, whether it or any of its affiliates knowingly engaged in certain activities, transactions or dealings relating to Iran or with individuals or entities designated pursuant to certain Executive Orders. Disclosure may be required even where the activities, transactions or dealings were conducted in compliance with applicable law. Except as set forth below, as of the date of this Quarterly Report on Form 10-Q, the Company is not aware of any other activity, transaction or dealing by it or any of its affiliates during the quarter ended September 30, 2026 that requires disclosure under Section 13(r) of the Exchange Act.
During the quarter ended September 30, 2026, the entity that is the indirect majority beneficial owner of the Hilton Frankfurt Gravenbruch and the indirect majority beneficial owner of the physical land and building where the Hilton Frankfurt City Centre is located was sanctioned by the U.S. Department of the Treasury’s Office of Foreign Assets Control (“OFAC”).
In response, affiliates of the Company promptly wound down all of the Company’s operations with respect to the Hilton Frankfurt Gravenbruch. During the wind-down, affiliates of the Company managed the Hilton Frankfurt Gravenbruch pursuant to a general license issued by OFAC that lasted for a period of 30 days from July 10, 2026 and a specific license issued to the Company extending the wind-down with respect to the Hilton Frankfurt Gravenbruch through August 31, 2026. From the time the indirect majority beneficial owner was sanctioned by OFAC through September 30, 2026, there was no measurable gross revenue or net profit to the Company relating to the management of this hotel.
In addition, the Company applied for, and OFAC granted, a specific license authorizing the Company an extension of time until October 31, 2026, for the Company to wind down its transactions involving the sanctioned entity that is the indirect majority beneficial landlord for the Hilton Frankfurt City Centre. The Company has terminated its lease for the Hilton Frankfurt City Centre effective October 31, 2026, and is in the process of winding down operations at that location. The Company has blocked the rent and associated payments due to the landlord entity, consistent with the terms of the license. From the time the indirect majority beneficial landlord was sanctioned by OFAC through September 30, 2026, the gross revenue to the Company relating to its operation of the Hilton Frankfurt City Centre was approximately $5 million.
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