Park Hotels (NYSE: PK) EVP earns 82,332 shares from PSU award

Rhea-AI Filing Summary

Park Hotels & Resorts Inc. EVP Carl A. Mayfield reported equity award activity tied to a long-term incentive plan. On January 15, 2026, he acquired 82,332 shares of common stock at $0 upon vesting of a performance stock unit award granted on February 16, 2023 under the company’s 2017 Omnibus Incentive Plan. The award paid out at 200% of the target level based on total shareholder return performance versus a specified industry peer group for the period from January 1, 2023 through December 31, 2025, as certified by the board’s Compensation & Human Capital Committee.

On January 16, 2026, 28,327 shares were surrendered at $11.49 per share to cover tax withholding obligations related to the vesting. After these transactions, Mayfield directly owned 268,256 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)
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)		82,332	A	$0	296,583	D
Common Stock	01/16/2026		F(2)		28,327	D	$11.49	268,256	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.
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FAQ

What insider transaction did Park Hotels & Resorts (PK) report for Carl A. Mayfield?

Carl A. Mayfield, EVP of Design and Construction at Park Hotels & Resorts Inc. (PK), reported the vesting of a performance stock unit award that delivered 82,332 shares of common stock on January 15, 2026, followed by the withholding of 28,327 shares on January 16, 2026 to satisfy tax obligations.

How many Park Hotels (PK) shares did the EVP receive from the performance stock unit award?

On January 15, 2026, the EVP received 82,332 shares of Park Hotels & Resorts common stock at $0 per share upon vesting of a performance stock unit award granted on February 16, 2023.

What performance criteria determined the 82,332-share award at Park Hotels & Resorts (PK)?

The number of shares earned was based on the company’s total shareholder return (TSR) relative to a predetermined industry peer group over a performance period from January 1, 2023 to December 31, 2025, as determined by the Compensation & Human Capital Committee on January 15, 2026. The award paid out at 200% of the target number of performance stock units.

Why were 28,327 Park Hotels (PK) shares withheld in the Form 4 filing?

The 28,327 shares reported on January 16, 2026 with transaction code F represent shares withheld by the issuer to satisfy tax withholding obligations arising from the delivery of shares earned under the performance stock unit awards.

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

Following the reported transactions, Carl A. Mayfield directly owned 268,256 shares of Park Hotels & Resorts Inc. common stock.

Which equity plan governed the reported awards for Park Hotels (PK)?

The performance stock unit award and resulting common stock delivery were made under the Park Hotels & Resorts Inc. 2017 Omnibus Incentive Plan, as amended and restated from time to time.