[Form 4] Park Hotels & Resorts Inc. Insider Trading Activity

Rhea-AI Filing Summary

Timothy J. Naughton, a director of Park Hotels & Resorts Inc. (PK), was granted 2,271 shares of the issuer's unrestricted common stock on 09/23/2025 in lieu of cash board fees under the Park Hotels & Resorts 2017 Stock Plan for Non-Employee Directors. The shares vested immediately and were granted at no cash price to the reporting person, with market value determined by the closing price on the grant date. After the grant, Mr. Naughton beneficially owned 140,693 shares.

Positive

• Director elected equity compensation, which can align executive incentives with shareholders.
• Award vested immediately, giving the director full ownership without remaining vesting conditions.

Negative

• Small dilution effect as 2,271 shares were issued, though not material relative to total outstanding shares.
• No cash proceeds were received by the company from the grant, so this is purely a compensation issuance.

Insights

Financial Analyst

TL;DR: Routine director equity election; small grant relative to total ownership, limited market impact.

This Form 4 reports a standard election by a non-employee director to receive board fees in common stock rather than cash. The grant of 2,271 shares vested immediately and increases the director's beneficial holdings to 140,693 shares. For investors, this is primarily an administrative disclosure showing alignment of a director with shareholder interests through equity compensation; it does not indicate a material change to the companys capitalization or operations.

Corporate Governance Expert

TL;DR: Typical governance practice—director elected stock in lieu of cash; disclosure meets Section 16 requirements.

The filing documents a routine, plan-based award to a director under the companys non-employee director stock plan. Immediate vesting and election in lieu of cash are common and signal preference for equity compensation, which can align incentives. The disclosure is complete with post-transaction beneficial ownership and an attorney-in-fact signature, satisfying required transparency for insiders.

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^*

NAUGHTON TIMOTHY J

(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	140,693	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. 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.

Remarks:

	/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 (PK) disclose in this Form 4?

The filing shows director Timothy J. Naughton was granted 2,271 shares on 09/23/2025 in lieu of cash board fees under the companys 2017 Stock Plan; the shares vested immediately.

How many shares does the reporting person own after the transaction for PK?

After the reported transaction, the reporting person beneficially owns 140,693 shares of Park Hotels & Resorts common stock.

Was any cash paid by the director for the shares in the PK Form 4?

No cash was paid; the transaction lists a price of $0 for the awarded shares, with market value based on the closing price on the grant date.

When was the Form 4 filed and who signed it for PK?

The Form 4 reflects the transaction date 09/23/2025 and was signed by Nancy Vu, as Attorney-in-Fact, on 09/24/2025.

What plan governed the award disclosed in the PK filing?

The shares were awarded under the Park Hotels & Resorts Inc. 2017 Stock Plan for Non-Employee Directors, as amended and restated.