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Park Hotels & Resorts (PK) CEO nets 539,320 shares, withholds 253,136 for taxes

Filing Impact
(Very High)
Filing Sentiment
(Negative)
Form Type
4

Rhea-AI Filing Summary

Park Hotels & Resorts Inc. CEO Thomas J. Baltimore Jr. reported equity transactions involving the company’s common stock. On January 15, 2026, he acquired 539,320 shares of common stock at $0 per share, delivered upon vesting of a performance stock unit award granted under the Park Hotels & Resorts Inc. 2017 Omnibus Incentive Plan. These shares were earned at 200% of the target level based on total shareholder return versus a designated peer group for a performance period from January 1, 2023 through December 31, 2025, as determined by the Board’s Compensation & Human Capital Committee.

On January 16, 2026, 253,136 shares were withheld at $11.49 per share to satisfy tax withholding obligations related to this award. After these transactions, Baltimore directly beneficially owned 1,866,502 shares of Park Hotels & Resorts Inc. common stock.

Positive

  • None.

Negative

  • None.
Insider Baltimore Thomas J Jr
Role CEO
Type Security Shares Price Value
Tax Withholding Common Stock 253,136 $11.49 $2.91M
Grant/Award Common Stock 539,320 $0.00 --
Holdings After Transaction: Common Stock — 1,866,502 shares (Direct)
Footnotes (1)
  1. Represents shares of common stock earned and delivered related to a vested performance stock unit award previously granted on February 16, 2023 pursuant to the Park Hotels & Resorts Inc. 2017 Omnibus Incentive Plan (as amended and restated from time to time) (the "Plan"). The number of earned performance stock units was based on the achievement of performance criteria as determined by the Compensation & Human Capital Committee of the Issuer's Board of Directors on January 15, 2026 with respect to a performance period commencing on January 1, 2023 and ending on December 31, 2025 (the "Performance Period") and represents 200% of the target number of performance stock units eligible to be earned. The performance criteria measured the Issuer's achievement of certain levels of total shareholder return ("TSR") relative to a pre-determined industry peer group during the Performance Period. Represents shares withheld by the Issuer to satisfy tax withholding obligations in connection with the delivery of shares of common stock earned from the performance stock unit awards previously granted pursuant to the Plan.
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
Estimated average burden
hours per response: 0.5
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)
01/15/2026
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 01/15/2026 A(1) 539,320 A $0 2,119,638 D
Common Stock 01/16/2026 F(2) 253,136 D $11.49 1,866,502 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 shares of common stock earned and delivered related to a vested performance stock unit award previously granted on February 16, 2023 pursuant to the Park Hotels & Resorts Inc. 2017 Omnibus Incentive Plan (as amended and restated from time to time) (the "Plan"). The number of earned performance stock units was based on the achievement of performance criteria as determined by the Compensation & Human Capital Committee of the Issuer's Board of Directors on January 15, 2026 with respect to a performance period commencing on January 1, 2023 and ending on December 31, 2025 (the "Performance Period") and represents 200% of the target number of performance stock units eligible to be earned. The performance criteria measured the Issuer's achievement of certain levels of total shareholder return ("TSR") relative to a pre-determined industry peer group during the Performance Period.
2. Represents shares withheld by the Issuer to satisfy tax withholding obligations in connection with the delivery of shares of common stock earned from the performance stock unit awards previously granted pursuant to the Plan.
Remarks:
/s/ Nancy Vu, as Attorney-in-Fact 01/20/2026
** 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.
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 insider transactions did Park Hotels & Resorts (PK) report for its CEO?

The CEO, Thomas J. Baltimore Jr., reported two transactions in common stock: an acquisition of 539,320 shares on January 15, 2026 through a vested performance stock unit award, and the withholding of 253,136 shares on January 16, 2026 to cover tax obligations.

How many Park Hotels & Resorts (PK) shares did the CEO receive from performance stock units?

He received 539,320 shares of Park Hotels & Resorts Inc. common stock, earned from a performance stock unit award granted on February 16, 2023 under the company’s 2017 Omnibus Incentive Plan.

What performance criteria determined the CEO’s Park Hotels & Resorts (PK) share award?

The award was based on total shareholder return (TSR) relative to a pre-determined industry peer group over a performance period from January 1, 2023 to December 31, 2025, as determined by the Compensation & Human Capital Committee.

Why were 253,136 Park Hotels & Resorts (PK) shares withheld from the CEO?

The 253,136 shares of common stock were withheld by the issuer on January 16, 2026 to satisfy tax withholding obligations associated with the delivery of shares earned from the performance stock unit award.

What percentage of the target did the CEO’s performance stock units earn at Park Hotels & Resorts (PK)?

The earned performance stock units represented 200% of the target number of units eligible to be earned for the performance period.

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

Following the reported transactions, Thomas J. Baltimore Jr. directly beneficially owned 1,866,502 shares of Park Hotels & Resorts Inc. common stock.