Is the Park Hotels & Resorts (PK) Form 4 related to open-market buying or selling?

The activity reflects settlement of performance stock unit awards and shares withheld for taxes , rather than discretionary open-market purchases or sales.

Park Hotels (NYSE: PK) CFO awarded 136,190 shares from PSU payout

Q: What insider activity did Park Hotels & Resorts (PK) report for Sean M. Dell'Orto?

Park Hotels & Resorts reported that EVP, CFO & Treasurer Sean M. Dell'Orto received 136,190 shares of common stock on January 15, 2026 from a vested performance stock unit award, with a subsequent share withholding for taxes.

Q: How many Park Hotels & Resorts (PK) shares did Sean M. Dell'Orto acquire and at what price?

On January 15, 2026, Sean M. Dell'Orto acquired 136,190 shares of Park Hotels & Resorts common stock at a reported price of $0 per share, reflecting settlement of vested performance stock units rather than an open-market purchase.

Q: Why were 49,187 Park Hotels & Resorts (PK) shares disposed of in this Form 4?

The 49,187 shares shown as disposed of on January 16, 2026 at $11.49 per share represent shares withheld by the issuer to satisfy tax withholding obligations related to the delivery of shares from the performance stock unit awards.

Q: What performance period and metrics determined Sean M. Dell'Orto’s Park Hotels & Resorts (PK) share award?

The earned performance stock units covered a performance period from January 1, 2023 to December 31, 2025 and were based on Park Hotels & Resorts’ total shareholder return relative to a predetermined industry peer group.

Filing Impact

(Very High)

Filing Sentiment

(Negative)

Form Type

Rhea-AI Filing Summary

Park Hotels & Resorts Inc. EVP, CFO & Treasurer Sean M. Dell'Orto reported equity compensation activity in company stock. On January 15, 2026, he acquired 136,190 shares of common stock at $0 per share, earned from a performance stock unit award granted on February 16, 2023 under the company’s 2017 Omnibus Incentive Plan.

The award vested based on performance criteria tied to total shareholder return relative to an industry peer group for a period from January 1, 2023 to December 31, 2025 and represents 200% of the target number of performance stock units eligible to be earned. On January 16, 2026, 49,187 shares were withheld at $11.49 per share to cover tax obligations, leaving Dell'Orto with 531,440 shares of Park Hotels & Resorts common stock held directly.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Dell'Orto Sean M.

Role EVP, CFO & Treasurer

Type	Security	Shares	Price	Value
Tax Withholding	Common Stock	49,187	$11.49	$565K
Grant/Award	Common Stock	136,190	$0.00	--

Holdings After Transaction: Common Stock — 531,440 shares (Direct)

Footnotes (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.

Form 4 Insider Transactions: What Each Field Means →

01/20/2026 - 05:20 PM

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^*

Dell'Orto Sean M.

(Last)

(First)

(Middle)

C/O PARK HOTELS & RESORTS INC.

1775 TYSONS BLVD, 7TH FLOOR

(Street)

TYSONS

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, CFO & Treasurer

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	01/15/2026		A⁽¹⁾		136,190	A	$0	580,627	D
Common Stock	01/16/2026		F⁽²⁾		49,187	D	$11.49	531,440	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

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.

Source: View Original Filing on SEC EDGAR

FAQ

What insider activity did Park Hotels & Resorts (PK) report for Sean M. Dell'Orto?

Park Hotels & Resorts reported that EVP, CFO & Treasurer Sean M. Dell'Orto received 136,190 shares of common stock on January 15, 2026 from a vested performance stock unit award, with a subsequent share withholding for taxes.

How many Park Hotels & Resorts (PK) shares did Sean M. Dell'Orto acquire and at what price?

On January 15, 2026, Sean M. Dell'Orto acquired 136,190 shares of Park Hotels & Resorts common stock at a reported price of $0 per share, reflecting settlement of vested performance stock units rather than an open-market purchase.

Why were 49,187 Park Hotels & Resorts (PK) shares disposed of in this Form 4?

The 49,187 shares shown as disposed of on January 16, 2026 at $11.49 per share represent shares withheld by the issuer to satisfy tax withholding obligations related to the delivery of shares from the performance stock unit awards.

What performance period and metrics determined Sean M. Dell'Orto’s Park Hotels & Resorts (PK) share award?

The earned performance stock units covered a performance period from January 1, 2023 to December 31, 2025 and were based on Park Hotels & Resorts’ total shareholder return relative to a predetermined industry peer group.

What was the achievement level relative to target for the Park Hotels & Resorts (PK) performance stock units?

The number of earned performance stock units for Sean M. Dell'Orto represented 200% of the target number of performance stock units that were eligible to be earned for the 2023–2025 performance period.

How many Park Hotels & Resorts (PK) shares does Sean M. Dell'Orto own after these transactions?

Following the reported transactions, Sean M. Dell'Orto beneficially owns 531,440 shares of Park Hotels & Resorts common stock in direct ownership form.