Park Hotels (PK) CEO gets stock grant, surrenders shares for taxes

Rhea-AI Filing Summary

Park Hotels & Resorts CEO Thomas J. Baltimore Jr. reported two equity compensation-related transactions. On February 12, 2026, he acquired 214,535 shares of common stock as an annual grant of restricted shares under the company’s 2017 Omnibus Incentive Plan, at a stated price of $0. These restricted shares vest in three equal installments on each of the first three anniversaries of the grant date, conditioned on his continued service. On February 13, 2026, he surrendered 29,187 shares at $11.42 per share to Park Hotels & Resorts to cover tax withholding obligations arising from the vesting of 59,383 previously granted restricted shares. After these transactions, he directly beneficially owned 2,051,850 shares of Park Hotels & Resorts common stock.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Baltimore Thomas J Jr

(Last) (First) (Middle)

C/O PARK HOTELS & RESORTS INC.

1775 TYSONS BLVD, 7TH FLOOR

(Street)

TYSONS VA 22102

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Park Hotels & Resorts Inc. [ PK ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	CEO

3. Date of Earliest Transaction (Month/Day/Year)
02/12/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	02/12/2026		A(1)		214,535	A	$0	2,081,037	D
Common Stock	02/13/2026		F(2)		29,187	D	$11.42	2,051,850	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Represents an annual award of restricted shares of common stock of the Issuer under the Park Hotels & Resorts Inc. 2017 Omnibus Incentive Plan (as amended from time to time) (the "Plan"), approved by the Compensation & Human Capital Committee (the "Committee") of the Issuer, which shares will vest ratably on each of the first three anniversaries of the grant date, subject to the Reporting Person's continued service on such dates.

2. Represents shares surrendered to the Issuer by the Reporting Person to satisfy tax withholding obligations due upon the vesting of 59,383 shares of restricted stock previously granted to the Reporting Person pursuant to the Plan. Pursuant to the terms of the applicable Restricted Stock Agreements, the price per share used to determine the tax withholdings was the closing price per share of the Issuer's common stock on the New York Stock Exchange (the "NYSE") on the trading day immediately prior to the date of delivery of such shares. The shares of restricted stock were delivered to the Reporting Person on February 13, 2026 and, as such, the price per share used to determine the tax withholding related to such delivered shares was the NYSE closing price per share of the Issuer's common stock on February 12, 2026.

Remarks:

	/s/ Nancy Vu, as Attorney-in-Fact	02/17/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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FAQ

What insider transactions did Park Hotels & Resorts (PK) disclose for its CEO?

Park Hotels & Resorts disclosed that CEO Thomas J. Baltimore Jr. received an annual grant of 214,535 restricted shares and surrendered 29,187 shares to cover tax withholding tied to vesting of previously granted restricted stock.

How many Park Hotels & Resorts (PK) shares did the CEO receive in the latest grant?

The CEO received an annual award of 214,535 restricted shares of Park Hotels & Resorts common stock. These shares were granted under the 2017 Omnibus Incentive Plan and will vest in three equal annual installments, subject to his continued service.

Why did the Park Hotels & Resorts (PK) CEO surrender 29,187 shares?

He surrendered 29,187 shares to Park Hotels & Resorts to satisfy tax withholding obligations from the vesting of 59,383 previously granted restricted shares. The withholding share price was based on the prior trading day’s NYSE closing price.

At what price were the surrendered Park Hotels & Resorts (PK) shares valued?

The 29,187 shares surrendered for tax withholding were valued at $11.42 per share. This price reflected the New York Stock Exchange closing price of Park Hotels & Resorts common stock on February 12, 2026, the trading day immediately before delivery.

How many Park Hotels & Resorts (PK) shares does the CEO own after these transactions?

After the reported grant and tax-withholding surrender, CEO Thomas J. Baltimore Jr. directly beneficially owned 2,051,850 shares of Park Hotels & Resorts common stock. This figure reflects his updated direct holdings following both Form 4 transactions.

How do the new restricted shares for Park Hotels & Resorts (PK) CEO vest?

The 214,535 restricted shares granted to the CEO vest in three equal installments on the first, second, and third anniversaries of the grant date. Vesting is conditioned on his continued service with Park Hotels & Resorts on each vesting date.