Form 4: PK Director Thomas Natelli Increases Holdings to 207,778 Shares

Rhea-AI Filing Summary

Thomas A. Natelli, a director of Park Hotels & Resorts Inc. (PK), received 2,271 shares of the issuer's unrestricted common stock on 09/23/2025 in lieu of cash board fees under the 2017 Stock Plan for Non-Employee Directors. The shares vested immediately and were issued at $0 as a fee award based on the closing NYSE price on the grant date. After the award, the reporting person beneficially owned 207,778 shares in total, including multiple indirect holdings through trusts, a limited partnership and an LLC.

Positive

• Director alignment: The reporting person elected equity in lieu of cash, aligning interests with shareholders.
• Immediate vesting: The granted 2,271 shares vested immediately, increasing disclosed insider ownership to 207,778 shares.
• Transparent reporting: The Form 4 discloses indirect ownership through trusts, a limited partnership and an LLC, clarifying influence.

Negative

• None.

Insights

Corporate Governance Expert

TL;DR: Routine director fee election to receive equity rather than cash; immediate vesting increases insider stock ownership.

The filing documents a standard, non-discretionary election by a board member to accept equity in place of cash compensation. Such awards are common governance mechanisms to align director incentives with shareholder interests. Immediate vesting means the director gains full ownership at grant, increasing reported insider holdings to 207,778 shares. There is no indication of option grants, sales, pledges or derivative transactions in this Form 4.

Securities Analyst

TL;DR: Non-material share award; increases insider stake but unlikely to materially affect market or control.

The 2,271-share award was issued in lieu of cash fees and recorded with a $0 purchase price, reflecting compensation treatment rather than an open-market transaction. The report lists several indirect ownership vehicles (multiple trusts, a 50% interest in an LP and 50% in an LLC), which clarify the reporting person's control over aggregated holdings. The magnitude of the award versus total outstanding shares is not provided, so materiality to valuation cannot be assessed from this filing alone.

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

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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).

1. Name and Address of Reporting Person^*

NATELLI THOMAS A

(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
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
09/23/2025

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	09/23/2025		A(1)		2,271	A	$0	207,778	D
Common Stock								1,570	I	By The TAN 2011 Receiving Trust
Common Stock								1,570	I	By The JCN 2011 Receiving Trust
Common Stock								1,570	I	By The MJN 2011 Receiving Trust
Common Stock								1,570	I	By The NTN 2011 Receiving Trust
Common Stock								18,840	I	By LP(2)
Common Stock								6,280	I	By LLC(3)
Common Stock								6,280	I	By LLC(3)

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. The reporting person has elected to receive an award of shares of the issuer's unrestricted common stock ("Common Stock") under the Park Hotels & Resorts Inc. 2017 Stock Plan for Non-Employee Directors, as amended and restated, in lieu of cash fees payable to the reporting person for service on the issuer's board of directors during the 3rd quarter of 2025 ("Board Fee"). The Common Stock was granted on the fifth business day prior to the date that such fees would otherwise have been payable, September 23, 2025, and vested immediately. The Common Stock had a market value based on the closing sales price of the issuer's common stock reported on the New York Stock Exchange on the grant date.

2. Shares are owned by a limited partnership, of which the reporting person is a 50% owner and the president of the limited partnership's general partner.

3. Shares are owned by a limited liability company, of which the reporting person is a 50% owner and managing member.

Remarks:

Exhibit 24 - Power of Attorney

	/s/ Nancy Vu, as Attorney-in-Fact	09/24/2025
	** 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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What did Park Hotels & Resorts director Thomas A. Natelli report on Form 4 (PK)?

He reported receiving 2,271 shares on 09/23/2025 as payment of board fees under the company's 2017 Stock Plan; the shares vested immediately.

How many shares does Thomas A. Natelli beneficially own after this transaction?

The Form 4 shows total beneficial ownership of 207,778 shares following the reported transaction.

Was this a purchase or a compensation award and what price was paid?

This was an award in lieu of cash fees; the transaction is reported with a price of $0, reflecting compensation treatment.

Does the Form 4 show any derivative transactions or sales by the reporting person?

No. Table II lists no derivative securities and Table I shows only the fee-awarded common stock acquisition; there are no sales reported.

Are any indirect holdings disclosed for Natelli in the filing?

Yes. The filing lists indirect ownership via multiple trusts, a limited partnership (50% ownership) and a limited liability company (50% ownership/manager).