Park Hotels (PK) EVP surrenders 4,584 shares to cover tax on vested stock

Rhea-AI Filing Summary

Park Hotels & Resorts Inc. executive Carl A. Mayfield reported a tax-related share disposition linked to restricted stock vesting. He surrendered 4,584 shares of common stock to the company to satisfy withholding taxes on 9,148 vested restricted shares under the 2017 Omnibus Incentive Plan. The tax withholding price was based on the New York Stock Exchange closing price, shown as $11.20 per share in the transaction. After this withholding transaction, Mayfield directly holds 318,467 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

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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^*

Mayfield Carl 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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	EVP, Design and Construction

3. Date of Earliest Transaction (Month/Day/Year)
02/17/2026

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	02/17/2026		F(1)		4,584	D	$11.2	318,467	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 surrendered to the Issuer by the Reporting Person to satisfy tax withholding obligations due upon the vesting of 9,148 shares of restricted stock previously granted to the Reporting Person pursuant to the Park Hotels & Resorts Inc. 2017 Omnibus Incentive Plan (as amended from time to time). 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 17, 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 13, 2026.

Remarks:

	/s/ Nancy Vu, as Attorney-in-Fact	02/19/2026
	** 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 transaction did Park Hotels & Resorts (PK) report?

Park Hotels & Resorts reported that executive Carl A. Mayfield surrendered 4,584 common shares to cover tax withholding on vested restricted stock. This Form 4 reflects a tax-withholding disposition, not an open-market sale of Park Hotels & Resorts shares.

Why did Carl A. Mayfield dispose of Park Hotels & Resorts (PK) shares?

Carl A. Mayfield disposed of 4,584 Park Hotels & Resorts shares to satisfy tax withholding obligations on 9,148 restricted shares that vested. The shares were surrendered back to the company under the 2017 Omnibus Incentive Plan, rather than sold in the open market.

At what price were the Park Hotels & Resorts (PK) shares valued for tax withholding?

The 4,584 surrendered shares were valued at $11.20 per share for tax withholding purposes. This price was based on the New York Stock Exchange closing price of Park Hotels & Resorts common stock on February 13, 2026, as specified in the footnote.

How many Park Hotels & Resorts (PK) shares does Carl A. Mayfield hold after this transaction?

After the tax-withholding disposition, Carl A. Mayfield directly owns 318,467 Park Hotels & Resorts common shares. This figure reflects his holdings following the surrender of 4,584 shares to cover taxes on vested restricted stock grants.

What equity award triggered the tax-withholding share surrender at Park Hotels & Resorts (PK)?

The tax-withholding share surrender was triggered by the vesting of 9,148 restricted shares previously granted to Carl A. Mayfield. These awards were granted under the Park Hotels & Resorts Inc. 2017 Omnibus Incentive Plan, according to the Form 4 footnote.