Hilton Announces Pricing of Secondary Sales of Common Stock

MCLEAN, Va. - Hilton Worldwide Holdings Inc. (“Hilton” or the “Company”) announced today that certain selling stockholders affiliated with The Blackstone Group L.P. have informed the Company that they have agreed to sell 15,800,000 shares of Hilton’s common stock in privately negotiated transactions pursuant to Hilton’s effective shelf registration statement. Following the closing of the sale of such shares, the repurchase by Hilton of 1,250,000 shares as described below and the distributions of the remaining 214,503 shares of Hilton common stock held by the selling stockholders to their respective partners. The Blackstone Group L.P. and its affiliated funds will no longer beneficially own any shares of Hilton’s common stock.

Hilton did not offer any shares of common stock in the transaction and will not receive any proceeds from the sale of shares by the selling stockholders.

The sales of these securities were made pursuant to an effective shelf registration statement.  The sales were privately negotiated directly with investors and were made only by means of a prospectus. A copy of the prospectus relating to these securities may be obtained at the Securities and Exchange Commission’s (“SEC”) website at http://www.sec.gov or from Hilton, 7930 Jones Branch Drive, Suite 1100, McLean, Virginia 22102, Attention: Investor Relations, telephone: 1-703-883-5476.

In addition, Hilton announced that it intends to repurchase an aggregate of 1,250,000 shares directly from the selling stockholders. The share repurchase will be effected in a private, non-underwritten transaction. The share repurchase is expected to be consummated concurrently with the sale of shares by the selling stockholders. The share repurchase has been approved by the audit committee of Hilton and is pursuant to, and will count toward, the Company's existing share repurchase program. The timing and method of any future repurchases, which will depend on a variety of factors, including market conditions and the Company's financial condition, are subject to the discretion of management.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

Forward-Looking Statements
This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These statements include, but are not limited to, statements related to the expectations regarding the performance of Hilton’s business, financial results, liquidity and capital resources and other non-historical statements. In some cases, you can identify these forward-looking statements by the use of words such as “outlook,” “believes,” “expects,” “potential,” “continues,” “may,” “will,” “should,” “could,” “seeks,” “projects,” “predicts,” “intends,” “plans,” “estimates,” “anticipates” or the negative version of these words or other comparable words. Such forward-looking statements are subject to various risks and uncertainties, including, among others, risks inherent to the hospitality industry, macroeconomic factors beyond Hilton's control, competition for hotel guests and management and franchise contracts, risks related to doing business with third-party hotel owners, performance of Hilton's information technology systems, growth of reservation channels outside of Hilton's system, risks of doing business outside of the United States of America and Hilton's indebtedness. Additional factors that could cause Hilton's results to differ materially from those described in the forward-looking statements can be found under the section entitled “Part I—Item 1A. Risk Factors” of Hilton's Annual Report on Form 10-K for the fiscal year ended December 31, 2017, filed with the SEC, as such factors may be updated from time to time in Hilton's periodic filings with the SEC, which are accessible on the SEC’s website at www.sec.gov. Accordingly, there are or will be important factors that could cause actual outcomes or results to differ materially from those indicated in these statements. These factors should not be construed as exhaustive and should be read in conjunction with the other cautionary statements that are included in this press release and in Hilton's filings with the SEC. The Company undertakes no obligation to publicly update or review any forward-looking statement, whether as a result of new information, future developments or otherwise, except as required by law.