v3.25.4
Share-Based Compensation
12 Months Ended
Dec. 31, 2025
Share-Based Payment Arrangement [Abstract]  
Share-Based Compensation Share-Based Compensation
We recognized share-based compensation expense of $170 million, $176 million and $169 million during the years ended December 31, 2025, 2024 and 2023, respectively, which included amounts reimbursed by hotel owners, and the related tax benefit recognized was $66 million, $72 million and $48 million, respectively.

As of December 31, 2025, unrecognized compensation costs for unvested awards under the 2017 Plan were approximately $135 million, which are expected to be recognized over a weighted average period of 1.7 years on a straight-line basis. As of December 31, 2025, there were 9.1 million remaining shares authorized for awards under the 2017 Plan, including any shares subject to awards outstanding under the 2013 Omnibus Incentive Plan that will become available for issuance under the 2017 Plan if such outstanding awards expire or are terminated or are canceled or forfeited.
RSUs

The following table provides information about our RSU grants:

Year Ended December 31,
202520242023
Number of shares granted (in thousands)398 473 604 
Weighted average grant date fair value per share$259.01 $203.98 $146.19 
Aggregate fair value of shares vested (in millions)
$127 $107 $84 

The following table summarizes the activity of our RSUs during the year ended December 31, 2025:

Number of SharesWeighted Average Grant Date Fair Value per Share
(in thousands)
Outstanding as of December 31, 2024
922 $175.37 
Granted398 259.01 
Vested(483)166.96 
Forfeited(39)207.65 
Outstanding as of December 31, 2025
798 220.64 

Options

The following table provides information about our option grants:

Year Ended December 31,
202520242023
Number of options granted (in thousands)220 264 341 
Weighted average exercise price per share$257.51 $203.95 $146.18 
Weighted average grant date fair value per share$92.58 $71.25 $52.27 
Aggregate intrinsic value of options exercised (in millions)
$45 $90 $18 

The weighted average grant date fair value per share of the option grants for each year was determined using the Black-Scholes-Merton option-pricing model with the following weighted-average assumptions:

Year Ended December 31,
202520242023
Expected volatility(1)
28.75 %27.94 %30.16 %
Dividend yield(2)
0.24 %0.33 %0.43 %
Risk-free rate(3)
4.18 %4.17 %4.00 %
Expected term (in years)(4)
6.06.06.0
____________
(1)Estimated using a blended approach of historical and implied volatility. Historical volatility is based on the historical movement of Hilton's stock price for a period that corresponds to the expected terms of the options at the date of each grant.
(2)Estimated based on the expected quarterly dividend and the three-month average stock price at the date of each grant.
(3)Based on the yield of a U.S. Department of Treasury instrument with a similar expected term of the options at the date of each grant.
(4)Estimated using the midpoint of the vesting periods and the contractual terms of the options as we do not have sufficient historical share option exercise data to estimate the terms of our option grants.
The following table summarizes the activity of our options during the year ended December 31, 2025:

Number of SharesWeighted Average Exercise Price per Share
(in thousands)
Outstanding as of December 31, 2024
2,711 $109.94 
Granted 220 257.51 
Exercised(235)75.64 
Forfeited
(23)200.85 
Outstanding as of December 31, 2025(1)
2,673 124.32 
Exercisable as of December 31, 2025(2)
2,184 104.04 
____________
(1)The aggregate intrinsic value was $436 million and the weighted average remaining contractual term was 4.9 years.
(2)The aggregate intrinsic value was $400 million and the weighted average remaining contractual term was 4.1 years.

Performance Shares

As of December 31, 2025, we determined that all of the performance measures for the outstanding performance shares granted in 2023, 2024, and 2025 were probable of achievement, with the average of the applicable achievement factors estimated to be between the target and maximum achievement percentages for the performance shares granted in 2023 and nearly at the target achievement percentage for performance shares granted in 2024 and 2025.

The following table provides information about our performance share grants for the last three years:

Year Ended December 31,
202520242023
Number of shares granted (in thousands)158 187 244 
Weighted average grant date fair value per share$257.48 $204.31 $146.18 
Aggregate fair value of shares vested (in millions)
$54 $47 $42 

The following table summarizes the activity of our performance shares in aggregate for all of our performance measures during the year ended December 31, 2025, with the performance shares reflected at the target achievement percentage until completion of the performance period:

Number of SharesWeighted Average Grant Date Fair Value per Share
(in thousands)
Outstanding as of December 31, 2024
621 $165.12 
Granted158 257.48 
Performance achievement share adjustments(1)
107 150.67 
Vested(310)150.67 
Forfeited(22)193.94 
Outstanding as of December 31, 2025
554 195.65 
____________
(1)Reflects the number of shares achieved above target, based on actual performance as determined at the completion of the respective three-year performance period.