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HLTHilton Worldwide

Consumer discretionary · Hotels · NYSE
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The 10-K against last year's

101 changes: 4 added, 17 removed, 77 reworded, 3 quiet changes

10-K Feb 11, 2026 vs Feb 6, 2025
Risk FactorsRedline ↓
4.1%
of the text changed · 13,371 words now
22.3%
of the text changed · 8,776 words now
Legal ProceedingsRedline ↓
26.5%
of the text changed · 317 words now
Accounting PoliciesRedline ↓
10.5%
of the text changed · 9,626 words now

10-K 0001585689-26-000007 (2026-02-11) vs 10-K 0001585689-25-000008 (2025-02-06)

The redline

The paragraph that changed most in each section

Marked against last year's 10-K: cut words struck through, new words highlighted and underlined.

MD&A 220 words changed in this paragraph; it is 40% similar to last year's version.
System-wide RevPAR increased during the year ended December 31, 2024 2025, supported by improvements an improvement in system-wide ADR, which included the impact of inflation, and an increase inflation. In the U.S., RevPAR was impacted by a decrease in occupancy inbound international travel, as well as macroeconomic uncertainty which led to a decline in all regions, which was driven by an increase in group demand, with leisure and business demand also improving modestly. travel. The increase in RevPAR in the U.S. was driven by an increase in bookings due to an increase in weekday travel, primarily for groups, with consistent growth in business demand. The Americas region, excluding the U.S., continued was attributable to see improvement resulting from an increase increases in inbound leisure travel to Mexico and the Caribbean group travel. The increase in RevPAR in Europe was primarily driven by increases in leisure and Latin America. group travel. The RevPAR increase in Europe was driven by continued growth in inbound international leisure travel, which increased in several major cities that held large popular sporting events, as well as steady business demand. The RevPAR improvement in MEA was primarily driven by increased demand from leisure travel, mostly attributable to special regional events as well as more relaxed travel policies. The increase events, and increases in group and business demand. RevPAR in Asia Pacific was increased due to growth in countries and territories outside of China across the region, driven by increased holiday travel, less restrictive tourism policies China, specifically in leisure and special events in the region, group demand, partially offset by tougher year-over-year comparisons a decrease in China, after the reacceleration RevPAR in the prior year as China due to a result of the removal of cross-border travel restrictions. decline in group and business travel.

Source: Item 7, 10-K 0001585689-26-000007 vs Item 7, 10-K 0001585689-25-000008

Accounting Policies 142 words changed in this paragraph; it is 66% similar to last year's version.
Depending on the individual agreement, our operating leases may require: (i) fixed lease payments as contractually stated in the lease agreement; (ii) variable lease payments, which, for our hotels, are generally based on a percentage of the hotel's revenues or profits or result from changes in inflationary indices; or (iii) lease payments equal to the greater of the fixed or variable lease payments. In addition, during the term of our hotel leases, we may be required to pay some, or all, of the capital costs for FF&E and leasehold improvements in the hotel property. For operating leases, lease expense relating to fixed payments is recognized on a straight-line basis over the lease term, and lease expense related to variable payments is expensed as incurred, with amounts recognized in owned and leased hotels ownership expenses, general and administrative expenses and other reimbursed expenses from managed and franchised properties in our consolidated statement of operations. For operating leases for which the ROU asset has been impaired, the periodic lease expense is determined as the sum of (i) the amortization of any remaining ROU asset on a straight-line basis over the remaining term of the lease and (ii) the accretion of the lease liability based on the discount rate applied to the lease liability. For finance leases, the amortization of the ROU asset is recognized over the shorter of the lease term or useful life of the underlying asset within depreciation and amortization expenses and other expenses from managed and franchised properties in our consolidated statement of operations. The interest expense related to finance leases, including any variable lease payments, is recognized in interest expense in our consolidated statement of operations.

Source: Item 8, Note 2 – Basis of Presentation and Summary of Significant Accounting Policies, 10-K 0001585689-26-000007 vs Item 8, Note 2 – Basis of Presentation and Summary of Significant Accounting Policies, 10-K 0001585689-25-000008

Risk Factors 135 words changed in this paragraph; it is 32% similar to last year's version.
If we fail to keep pace with rapidly evolving technological developments in artificial intelligence, our competitive position and business results may suffer. The introduction of these AI technologies, particularly generative and agentic AI, into new or existing offerings may also result in new or expanded risks and liabilities, including due to enhanced governmental or regulatory scrutiny, litigation, copyright infringement, compliance issues, ethical concerns, security risks relating to private and/or confidential information, as well as other factors that could adversely affect our business, reputation, and financial results. In addition, it is possible that artificial intelligence and machine learning-technology could, unbeknownst to us, be improperly utilized by employees while carrying out their responsibilities. The use of artificial intelligence can lead to unintended consequences, including generating content that appears correct but is factually inaccurate, misleading or otherwise flawed, or that results in unintended biases and discriminatory outcomes, which could harm our reputation and business and expose us to risks related to inaccuracies or errors in the output of such technologies.

Source: Item 1A, 10-K 0001585689-26-000007 vs Item 1A, 10-K 0001585689-25-000008

Legal Proceedings 52 words changed in this paragraph; it is 54% similar to last year's version.
Although we our management contracts may include performance clauses in certain of our management contracts, clauses, most of these clauses do not require us to fund shortfalls but instead allow the owner to terminate the contract if specified operating performance levels are not achieved. In limited cases, we have provided performance guarantees that obligate us to fund these shortfalls. As of December 31, 2025, we had performance guarantees with expirations ranging from 2026 to 2043 and possible cash outlays totaling $22 million.

Source: Item 3, via Note 19 – Commitments and Contingencies, 10-K 0001585689-26-000007 vs Item 3, via Note 20 – Commitments and Contingencies, 10-K 0001585689-25-000008

Every change, by type

Sentences and paragraphs added, removed or reworded

Sentences and paragraphs of HLT's Risk Factors and MD&A, 10-K 2026-02-11 against 10-K 2025-02-06. Each links to the text at sec.gov.

Quiet changes are sentences kept from last year with one to four words changed, at least one of them a hedge, a modal or a qualifier (may, could, will, not, significant, material…). A year or date rolling forward is not counted.

The full word listadverse, adversely, all, although, anticipate, anticipates, any, approximately, believe, believes, can, cannot, certain, could, expect, expects, generally, however, if, intend, intends, largely, likely, many, material, materially, may, might, most, must, never, no, not, possible, primarily, probable, should, significant, significantly, some, substantial, substantially, unlikely, will, would
AddedRisk Factors
The introduction of AI technologies, particularly generative and agentic AI, into new or existing offerings may also result in new or expanded risks and liabilities, including due to enhanced governmental or regulatory scrutiny, litigation, copyright

Read it in 10-K 2026-02-11 at sec.gov ↗

RemovedRisk Factors
•these provisions provide that our board of directors is expressly authorized to make, alter or repeal our by-laws and that our stockholders may only amend our by-laws with the approval of 80 percent or more of all the outstanding shares of our capital stock entitled to vote; and

Read it in 10-K 2025-02-06 at sec.gov ↗

RewordedRisk Factors
As of December 31, 2024, 2025, our total indebtedness, excluding the deduction for unamortized deferred financing costs and discounts, discount, was approximately $11.2 $12.5 billion, and our contractual debt maturities of our long-term debt for the years ending December 31, 2025, 2026 2026, 2027 and 2027 2028 are $535 $25 million, $31 $619 million and $616 $12 million, respectively.

Read it in 10-K 2026-02-11 at sec.gov ↗

RewordedRisk Factors
The Although internet travel intermediaries also have been subject to regulatory scrutiny, particularly in Europe, the outcome of this regulatory activity may affect our ability to compete for direct bookings through our own internet channels.

Read it in 10-K 2026-02-11 at sec.gov ↗

RewordedRisk Factors
Our rooms outside the U.S. represented approximately 36 percent, 35 percent, 33 percent and 31 33 percent of our system-wide hotel rooms for the years ended December 31, 2024, 2023 2025, 2024 and 2022, 2023, respectively.

Read it in 10-K 2026-02-11 at sec.gov ↗

RewordedRisk Factors
In many jurisdictions, the hospitality industry is subject to extensive foreign or U.S. federal, state and local governmental regulations, including those relating to the offer and sale of franchises, marketing and advertising, consumer protection, the service of alcoholic beverages, the preparation and sale of food, building and zoning requirements, and data protection, cybersecurity and privacy.

Read it in 10-K 2026-02-11 at sec.gov ↗

RewordedRisk Factors
As of December 31, 2024, 2025, we had 3,578 3,703 hotels in our development pipeline under one of our brands or a strategic partner hotel brand, of which 225,100 almost half of the rooms are under construction, which includes operating hotels that are in the process of conversion into our system.

Read it in 10-K 2026-02-11 at sec.gov ↗

Show the other 36
RewordedRisk Factors
Consolidation of internet travel intermediaries, or the entry of major internet companies technology platforms, such as large language models, into the internet travel bookings business, also could divert bookings away from our direct channels and increase our hotels' cost of sales.

Read it in 10-K 2026-02-11 at sec.gov ↗

RewordedRisk Factors
Declines in demand for our products and services due to general economic conditions could negatively affect our business by limiting the amount of fee revenues we are able to generate from our managed and franchised properties and decreasing the revenues and profitability of hotels within our owned and leased properties. ownership segment.

Read it in 10-K 2026-02-11 at sec.gov ↗

RewordedRisk Factors
If we fail to comply with any of the requirements of the ADA, we could be subject to fines, penalties, injunctive action, reputational harm, guest, advocacy group or

Read it in 10-K 2026-02-11 at sec.gov ↗

RewordedRisk Factors
If we were to cease dividend payments, you stockholders may not receive any return on an investment in our common stock unless you they sell your their common stock for a price greater than that which you they paid for it.

Read it in 10-K 2026-02-11 at sec.gov ↗

RewordedRisk Factors
Should those vendors fail to secure their products or connectivity to our services and systems then we would be at risk of unintentionally injecting malware into our systems via compromised software code they provide and/or losing important data.

Read it in 10-K 2026-02-11 at sec.gov ↗

RewordedRisk Factors
We anticipate increased costs of property, general liability and excess liability insurance across the portfolio in 2025 2026 due to the significant losses that insurers suffered and continue to suffer globally in recent years.

Read it in 10-K 2026-02-11 at sec.gov ↗

RewordedRisk Factors
In addition, certain regulators, guests, investors, employees and other stakeholders are increasingly focused continue to focus on sustainability matters and related disclosures.

Read it in 10-K 2026-02-11 at sec.gov ↗

Quiet changesRisk Factors
Although we We have a cold disaster recovery site in a separate location and cloud backup processes to provide continuous resilience of our core reservation, property management, distribution and financial systems, but certain of our data center operations are currently located in a single facility or with a single cloud-based provider.

Read it in 10-K 2026-02-11 at sec.gov ↗

AddedMD&A
of 2.3 percent. The increase in management fees from comparable properties was partially offset by a decrease of $12 million in termination fees received from hotels that exited our system.

Read it in 10-K 2026-02-11 at sec.gov ↗

AddedMD&A
•costs associated with the management and franchising of hotels, including those costs related to our Hilton Honors program, marketing, sales and brand programs and shared services;

Read it in 10-K 2026-02-11 at sec.gov ↗

RemovedMD&A
We recognized $38 million of impairment losses during the year ended December 31, 2023 on assets associated with certain leased hotels; see Note 12: "Fair Value Measurements" in our consolidated financial statements for additional information.

Read it in 10-K 2025-02-06 at sec.gov ↗

RemovedMD&A
The loss on investments in unconsolidated affiliate included: (i) a $44 million other-than-temporary impairment loss on our investment in one of our third-party unconsolidated affiliates (the "Fund"), which has underlying investments in certain hotels that we manage or franchise, and (ii) $48 million of credit losses on financing receivables provided to the Fund. See Note 6: "Loss on Investments in Unconsolidated Affiliate" and Note 12: "Fair Value Measurements" in our consolidated financial statements for additional information.

Read it in 10-K 2025-02-06 at sec.gov ↗

RemovedMD&A
We evaluate goodwill and brands intangible assets for potential impairment on an annual basis or at other times during the year if indicators of impairment exist. Our reporting units are the same as our operating segments as described in Note 19: "Business Segments" in our consolidated financial statements.

Read it in 10-K 2025-02-06 at sec.gov ↗

RemovedMD&A
•perform a qualitative assessment to determine whether it is more likely than not that the fair value of a reporting unit or brand intangible asset is less than its carrying value. Factors we consider when making this determination include assessing historical trends and the overall effect of current trends in and future expectations of the hospitality industry and the general economy and regional performance;

Read it in 10-K 2025-02-06 at sec.gov ↗

RemovedMD&A
•decide whether to bypass the qualitative assessment and perform a quantitative assessment. Factors we consider when making this determination include negative changes in the Company or general economic conditions since the previous quantitative assessment was performed, the amount by which the fair value exceeded the carrying value at the time of the previous assessment and the period of time that has passed since such quantitative assessment; and

Read it in 10-K 2025-02-06 at sec.gov ↗

RemovedMD&A
•perform a quantitative analysis to identify both the existence and the amount of an impairment loss. The estimated fair value is based on internal projections of expected future cash flows and operating plans, discount rates and market conditions relative to the operations of the reporting unit or brand, as applicable.

Read it in 10-K 2025-02-06 at sec.gov ↗

RemovedMD&A
Changes in the estimates and assumptions used in our impairment analysis, or changes in the factors that we consider that would affect these estimates and assumptions, such as those described above, could result in impairment losses, which could be material.

Read it in 10-K 2025-02-06 at sec.gov ↗

RemovedMD&A
We evaluate the carrying value of our specifically identifiable lease intangible assets, operating and finance lease ROU assets and property and equipment for indicators of impairment. As part of the process, we exercise judgment to:

Read it in 10-K 2025-02-06 at sec.gov ↗

RewordedMD&A
Year Ended December 31, 2025 2024 2023 (in millions) Net income $ 1,461 $ 1,539 $ 1,151 Interest expense 620 569 464 Income tax expense 611 244 541 Depreciation and amortization expenses 177 146 147 EBITDA 2,498 2,303 Gain on sales of assets, net — (5) — Loss on foreign currency transactions 11 12 16 Loss on investments in unconsolidated affiliate(1) — 92 Loss on debt guarantees(2) guarantees(1) — 50 — FF&E replacement reserves 73 57 63 Share-based compensation expense 170 176 169 Impairment losses — 38 Amortization of contract acquisition costs 57 50 43 Cost reimbursement revenues(2) (7,085) (6,428) Reimbursed expenses(2) 7,550 6,985 Other revenues from managed and franchised properties(3) (6,428) (5,827) Other expenses from managed and franchised properties(3) 6,985 6,164 Other adjustments(4) adjustments(3) 80 34 28 Adjusted EBITDA $ 3,725 $ 3,429 $ 3,089

Read it in 10-K 2026-02-11 at sec.gov ↗

RewordedMD&A
The decrease increase in income tax expense was primarily attributable to the $270 million tax benefit recognized during the year ended December 31, 2024 for the tax claim for increased foreign tax basis for certain brand assets, as well as an increase of $64 million in uncertain tax position reserves related to our guest loyalty program in 2023 that did not recur in 2024, partially offset by a $23 $72 million increase to income tax expense attributable to the increase in income before income taxes. taxes for the year ended December 31, 2025.

Read it in 10-K 2026-02-11 at sec.gov ↗

RewordedMD&A
The net change in other non-operating income (loss), net during the year ended December 31, 2024 was primarily driven by an increase a decrease in losses on debt guarantees for certain hotels that Hilton manages. manages, which were recognized during the year ended December 31, 2024, partially offset by a loss on an investment in an unconsolidated affiliate recognized during the year ended December 31, 2025.

Read it in 10-K 2026-02-11 at sec.gov ↗

RewordedMD&A
Revenues from our comparable owned and leased hotels increased $59 $17 million, on a currency neutral basis, due to the as a result of an increase in RevPAR at our comparable owned of 3.9 percent due to increases in occupancy of 1.4 percentage points and leased hotels ADR of 8.1 2.0 percent.

Read it in 10-K 2026-02-11 at sec.gov ↗

RewordedMD&A
System-wide RevPAR increased during the year ended December 31, 2024 2025, supported by improvements an improvement in system-wide ADR, which included the impact of inflation, and an increase in occupancy in all regions, which was driven by an increase in group demand, with leisure and business demand also improving modestly. inflation.

Read it in 10-K 2026-02-11 at sec.gov ↗

RewordedMD&A
Further, The increase in franchise fees and management fees included a net increases increase of $57 $60 million and $10 $11 million, respectively, during the year ended December 31, 2024 2025 as a result of net hotel additions and increases of $9 million and $12 million, respectively, in termination fees. between the periods.

Read it in 10-K 2026-02-11 at sec.gov ↗

RewordedMD&A
The increase in increases to net cash provided by operating activities was were partially offset by an outflow increases in cash paid for contract acquisition costs of $77 $126 million for debt guarantee payments and an increase in cash paid for interest of $70 $86 million.

Read it in 10-K 2026-02-11 at sec.gov ↗

RewordedMD&A
In addition, in both March 2024 and in September 2024 2024, we issued $1.0 billion Senior Notes (collectively, the (the "March and September 2024 Senior Notes issuances") issuance" and the "September 2024 Senior Notes issuance," respectively) for a total aggregate principal amount of $2.0 billion for the year. year ended December 31, 2024.

Read it in 10-K 2026-02-11 at sec.gov ↗

RewordedMD&A
As of or for the Year Ended December 31, 2024 2025 Hotels Rooms(1) Hotel system Openings(2) 973 98,400 Openings 796 97,000 Net additions(3) 904 83,000 additions(2) 702 81,100 Development pipeline Additions(4) 1,432 154,200 Additions 1,073 139,200 Count as of period end(5) 3,578 498,600 end(3) 3,703 520,500

Read it in 10-K 2026-02-11 at sec.gov ↗

RewordedMD&A
The $11 $32 million increase decrease in owned and leased hotel revenues ownership expenses included a decrease of $69 million, on a currency neutral increase of $23 million, basis, partially offset by a $12 $37 million decrease increase resulting from unfavorable fluctuations in foreign currency exchange rates.

Read it in 10-K 2026-02-11 at sec.gov ↗

RewordedMD&A
Year Ended December 31, Percent Change 2025 2024 2023 2025 vs. 2024 vs. 2023 (in millions) Depreciation and amortization expenses $ 177 $ 146 $ 147 (0.7) 21.2 General and administrative expenses 393 415 408 1.7 Impairment losses — 38 NM(1) (5.3) Other expenses 132 137 112 22.3 (3.6)

Read it in 10-K 2026-02-11 at sec.gov ↗

RewordedMD&A
Amounts Amount for the years year ended December 31, 2024 and 2023 include includes transaction costs resulting from the amendments amendment of our credit agreement governing the senior secured term loan facilities ("Term (the "Term Loans") in June 2024 and November 2023, respectively. transaction costs incurred for acquisitions.

Read it in 10-K 2026-02-11 at sec.gov ↗

Quiet changesMD&A
An estimated loss from a loss contingency will be is accrued as a charge to income if it is probable and the amount of the loss can be reasonably estimated.

Read it in 10-K 2026-02-11 at sec.gov ↗

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