Hilton Worldwide Holdings (HLT) risk factors, FY2025 10-K

Hilton Worldwide Holdings's FY2025 10-K, filed Feb 11, 2026, lists 46 risk factors in 5 groups. Against the prior year's 46: 5 substantially reworded.

Risk factors listed
465 groups
New this year
0vs 46 last year
Dropped
0since the prior 10-K
Substantially reworded
5of those kept
Section length
14k wordsItem 1A

What the changes say

  • Hilton updated disclosures on dividends by removing the specific mention of COVID-19 and 2022 resumption.
  • AI risks now include agentic AI.
  • Real estate risk disclosures shifted from owned and leased to exclusively leased properties.

What changed since the prior 10-K

Reworded

  • 48% rewrittenRisks Related to Ownership of Our Common Stock

    Although we currently pay a quarterly cash dividend to holders of our common stock, we may change our dividend policy at any time

    Removed specific references to the 2020 COVID-19 pandemic suspension and 2022 dividend resumption while retaining the general board discretion policy.

  • 33% rewrittenRisks Related to Operating Our Business

    We are incorporating artificial intelligence technologies into our processes. These technologies may present business, compliance and reputational risks

    Added agentic AI alongside generative AI as technologies presenting business, compliance, and reputational risks, while dropping the specific mention of failing to keep pace.

  • 28% rewrittenRisks Related to Operating Our Business

    If our third-party property owners fail to make investments necessary to maintain or improve their properties, guest preference for Hilton brands, Hilton's reputation and performance results could suffer

    Made minor grammatical phrasing adjustments regarding third-party property owners' obligations to comply with brand quality and reputation standards.

  • 25% rewrittenRisks Related to Operating Our Business

    The risks resulting from investments in leased real estate could increase our costs, reduce our profits and limit our ability to respond to market conditions

    Narrowed the risk scope from owned and leased real property down specifically to leased real estate property investments.

    Was: The risks resulting from investments in owned and leased real estate could increase our costs, reduce our profits and limit our ability to respond to market conditions

  • 21% rewrittenRisks Related to Operating Our Business

    If the insurance that we or our property owners carry does not sufficiently cover damage or other potential losses or liabilities to third parties involving properties that we manage, franchise or lease, our profits could be reduced

    Retained existing insurance adequacy and natural disaster risk language with minor stylistic edits.

    Was: If the insurance that we or our property owners carry does not sufficiently cover damage or other potential losses or liabilities to third parties involving properties that we manage, franchise, own or lease, our profits could be reduced

All 46 risk factors

Headings as the filing states them, in filing order.

Risks Related to Our Industry

  1. 01We are subject to the business, financial and operating risks inherent to the hospitality industry, any of which could reduce our revenues and limit opportunities for growth
  2. 02Macroeconomic conditions, geopolitical activity, public health concerns and other factors beyond our control can adversely affect and reduce demand for our products and services
  3. 03Contraction in the global economy or low levels of economic growth could adversely affect our revenues and profitability, as well as limit or slow our future growth

Risks Related to Operating Our Business

  1. 04Because we operate in a highly competitive industry, our revenues or profits could be harmed if we are unable to compete effectively
  2. 05Competition for hotel guests
  3. 06Competition for management and franchise contracts
  4. 07Any deterioration in the quality or reputation of our brands could have an adverse effect on our reputation, business, financial condition or results of operations
  5. 08Unless we maintain good relationships with third-party hotel owners and renew or enter into new management and franchise contracts, we may be unable to maintain or expand our presence and our business, financial condition and results of operations may suffer
  6. 09Our business is subject to real estate investment risks for third-party hotel owners that could adversely affect our operational results and our prospects for growth
  7. 10If our third-party hotel owners are unable to repay or refinance loans secured by properties, or to obtain financing adequate to fund current operations or growth plans, our revenues, profits and capital resources could be reduced and our business could be harmed
  8. 11If our third-party property owners fail to make investments necessary to maintain or improve their properties, guest preference for Hilton brands, Hilton's reputation and performance results could suffer28% rewritten
  9. 12Contractual and other disagreements with third-party property owners could make us liable to them or result in litigation costs or other expenses or termination of existing management or franchise contracts
  10. 13Some of our existing development pipeline may not be developed into new hotels, which could materially adversely affect our growth prospects
  11. 14New hotel brands or non-hotel branded concepts that we launch in the future may not be as successful as we anticipate, which could have a material adverse effect on our business, financial condition or results of operations
  12. 15The risks resulting from investments in leased real estate could increase our costs, reduce our profits and limit our ability to respond to market conditions25% rewritten
  13. 16Failure to keep pace with developments in technology, including AI, could adversely affect our operations or competitive position
  14. 17Cyber-attacks could have a disruptive effect on our business
  15. 18We are incorporating artificial intelligence technologies into our processes. These technologies may present business, compliance and reputational risks33% rewritten
  16. 19We are exposed to risks and costs associated with protecting the integrity and security of personal data and other sensitive information
  17. 20Because third parties provide us with a number of operational and technical services, third-party security incidents could expose us to liability, harm our reputation, damage our competitiveness and adversely affect our financial performance
  18. 21Delays in service from third-party service providers could expose us to liability, harm our reputation, damage our competitiveness and adversely affect our financial performance
  19. 22Failure to comply with marketing and advertising laws, including with regard to direct marketing, could result in fines or place restrictions on our business
  20. 23The growth of internet reservation channels could adversely affect our business and profitability
  21. 24Our reservation system is an important component of our business operations and a disruption to its functioning could have an adverse effect on our performance and results
  22. 25The cessation, reduction or taxation of program benefits of our Hilton Honors guest loyalty program could adversely affect the Hilton brands and guest loyalty
  23. 26Because we derive a portion of our revenues from operations outside the U.S., the risks of doing business internationally could lower our revenues, increase our costs, reduce our profits or disrupt our business
  24. 27Failure to comply with laws and regulations applicable to our international operations may increase costs, reduce profits, limit growth or subject us to broader liability
  25. 28Collective bargaining activity could disrupt our operations, increase our labor costs or interfere with the ability of our management to focus on executing our business strategies
  26. 29The loss of key senior management personnel or labor shortages could restrict our ability to grow our business or operate our properties or result in increased labor costs that could adversely affect our results of operations
  27. 30Any failure to protect our trademarks and other IP could reduce the value of the Hilton brands and harm our business
  28. 31Third-party claims that we infringe IP rights of others could subject us to damages and other costs and expenses
  29. 32Exchange rate fluctuations and foreign exchange hedging arrangements could result in significant foreign currency gains and losses that affect our business results
  30. 33If the insurance that we or our property owners carry does not sufficiently cover damage or other potential losses or liabilities to third parties involving properties that we manage, franchise or lease, our profits could be reduced21% rewritten
  31. 34coverage will likely increase and/or the terms of such insurance may be materially amended to increase stated exclusions or to otherwise effectively decrease the scope of coverage available, perhaps to the point where it is effectively unavailable
  32. 35Climate change could adversely affect our business
  33. 36Our business is subject to evolving corporate governance and public disclosure regulations and expectations, including with respect to sustainability matters, that could increase costs or expose us to reputational and other risks

Legal and Regulatory Risks

  1. 37Governmental regulation may adversely affect our results and the operation of our properties
  2. 38Changes in U.S. federal, state and local or foreign tax law, interpretations of existing tax law or adverse determinations by tax authorities, could increase our tax burden or otherwise adversely affect our financial condition or results of operations
  3. 39Foreign or U.S. environmental laws and regulations may cause us to incur substantial costs or subject us to potential liabilities

Risks Related to Our Indebtedness

  1. 40Servicing our indebtedness will require a significant amount of cash. Our ability to generate sufficient cash depends on many factors, some of which are not within our control
  2. 41Certain of our debt agreements impose operating and financial restrictions on us and our subsidiaries, which may prevent us from capitalizing on business opportunities
  3. 42In addition, the credit agreement requires us to maintain a consolidated secured net leverage ratio not to exceed 5.0 to 1.0 as of the last day of any period of four consecutive quarters
  4. 43indebtedness we may incur could include more restrictive covenants. We may not be able to maintain compliance with these covenants in the future and, if we fail to do so, we may not be able to obtain waivers from the lenders and/or amend the covenants
  5. 44Despite our current level of indebtedness, we may be able to incur substantially more debt and enter into other transactions, which could further exacerbate the risks to our financial condition described above

Risks Related to Ownership of Our Common Stock

  1. 45Although we currently pay a quarterly cash dividend to holders of our common stock, we may change our dividend policy at any time48% rewritten
  2. 46Anti-takeover provisions in our organizational documents and Delaware law might discourage or delay acquisition attempts for us that stockholders might consider favorable

Other Hilton Worldwide Holdings 10-Ks

  • FY2024 10-K risk factors
    46 risks

    Hilton’s risk profile is dominated by global economic conditions, intense industry competition, and third-party hotel owner dependencies. The company faces significant exposure to international operations, regulatory compliance, and technological disruptions like AI.

    Filed Feb 06, 2025

About this page

The headings are the filing's own. The one-line readings and the overview are automated and can be wrong: read Item 1A of the 10-K for the exact wording.