Our share-based compensation primarily consists of awards that we grant to eligible employees under the Hilton 2017 Omnibus Incentive Plan (the "2017 Plan") and includes time-vesting restricted stock units ("RSUs"), nonqualified stock options ("options") and performance-vesting RSUs ("performance shares"). In May 2026, stockholders approved the amendment and restatement of the 2017 Plan to authorize an additional 846,000 shares of common stock for issuance and extend the term of the 2017 Plan to May 2036. We recognized share-based compensation expense of $59 million and $44 million during the three months ended September 30, 2026 and 2025, respectively, and $165 million and $135 million during the nine months ended September 30, 2026 and 2025, respectively, which included amounts reimbursed by hotel owners.

During the nine months ended September 30, 2026, we granted 340,000 RSUs with a weighted average grant date fair value per share of $313.33, which generally vest in equal annual installments over two or three years from the date of grant.

During the nine months ended September 30, 2026, we granted 177,000 options with an exercise price per share of $313.35, which vest in equal annual installments over three years from the date of grant and terminate 10 years from the date of grant or earlier if the individual’s service terminates under certain circumstances.

The grant date fair value per share of the options granted during the nine months ended September 30, 2026 was $113.22, which was determined using the Black-Scholes-Merton option-pricing model with the following assumptions:

(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 term of the options at the date of grant.

(4)Estimated using the midpoint of the vesting period and the contractual term of the options as we do not have sufficient historical share option exercise data to estimate the term of the options.

During the nine months ended September 30, 2026, we granted 128,000 performance shares with a grant date fair value per share of $313.35, which vest three years from the date of grant based on the achievement of various performance measures.

As of September 30, 2026, we determined that all of the performance measures for all outstanding performance shares granted in 2024, 2025 and 2026 were probable of achievement, with the average of the applicable achievement factors estimated to be between the target and maximum achievement percentages for performance shares granted in 2024 and 2025 and at the target achievement percentage for the performance shares granted in 2026.