Park Hotels & Resorts (PK) CFO receives 98,412 RSUs, surrenders shares for tax

Rhea-AI Filing Summary

Park Hotels & Resorts executive Sean M. Dell'Orto reported equity compensation and related tax withholding transactions in company stock. As EVP, CFO & Treasurer, he received an annual award of 98,412 restricted shares of common stock on February 12, 2026 under the Park Hotels & Resorts Inc. 2017 Omnibus Incentive Plan. These restricted shares will 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 8,050 shares back to the company at $11.42 per share to cover tax withholding obligations tied to the vesting of 17,848 previously granted restricted shares. Following these transactions, he directly owned 621,802 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

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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^*

Dell'Orto Sean M.

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	EVP, CFO & Treasurer

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)		98,412	A	$0	629,852	D
Common Stock	02/13/2026		F(2)		8,050	D	$11.42	621,802	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 17,848 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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FAQ

What insider transactions did PK executive Sean M. Dell'Orto report?

Sean M. Dell'Orto reported receiving 98,412 restricted shares and surrendering 8,050 shares for tax withholding. The award was granted under Park Hotels & Resorts’ 2017 Omnibus Incentive Plan, and the surrendered shares covered taxes on previously vesting restricted stock.

How many Park Hotels & Resorts (PK) shares does the CFO own after this Form 4?

After the reported transactions, Sean M. Dell'Orto directly owns 621,802 shares of Park Hotels & Resorts common stock. This reflects the 98,412-share restricted stock award received and the 8,050 shares surrendered to the company for tax withholding obligations.

What type of equity award did PK grant to its CFO in February 2026?

Park Hotels & Resorts granted its CFO an annual award of 98,412 restricted shares of common stock. The grant was made under the company’s 2017 Omnibus Incentive Plan and approved by the Compensation & Human Capital Committee as part of his ongoing equity compensation.

How do the PK restricted shares granted to the CFO vest over time?

The 98,412 restricted shares vest ratably over three years. One-third of the award vests on each of the first three anniversaries of the February 12, 2026 grant date, provided Sean M. Dell'Orto continues his service with Park Hotels & Resorts on those dates.

Why did Sean M. Dell'Orto surrender 8,050 PK shares on February 13, 2026?

He surrendered 8,050 shares to Park Hotels & Resorts to satisfy tax withholding obligations. These obligations arose when 17,848 previously granted restricted shares vested, and the withholding price was based on the $11.42 NYSE closing price on February 12, 2026.

Was the 8,050-share PK transaction an open market sale?

No. The 8,050-share transaction was a tax-withholding disposition to the company, not an open market sale. Shares were surrendered back to Park Hotels & Resorts to cover taxes due on vesting restricted stock, as permitted under the related plan agreements.