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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 OR 15(d) of The Securities Exchange Act Of 1934
Date
of Report (Date of earliest event reported): February 17, 2026
PORTSMOUTH
SQUARE, INC.
(Exact
name of registrant as specified in its charter)
| California |
|
0-4057 |
|
94-1674111 |
| (State
or other jurisdiction |
|
(Commission |
|
(IRS
Employer |
| of
incorporation) |
|
File
Number) |
|
Identification
No.) |
| 1516
S. Bundy Drive, Suite 200, Los Angeles, CA |
|
90025 |
| (Address
of principal executive offices) |
|
(Zip
Code) |
Registrant’s
telephone number, including area code: (310) 889-2500
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions (see General Instruction A.2. below):
| ☐ |
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
|
| ☐ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities
registered pursuant to Section 12(b) of the Act:
| Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
| NONE |
|
NONE |
|
NONE |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR 230.405)
or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR 240.12b-2)
Emerging
growth company ☐
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item
9.01. |
Financial
Statements and Exhibits. |
(d)
Exhibits
| Exhibit
No. |
|
Description |
| 99.1 |
|
Press Release, dated February 17, 2026 |
| |
|
|
| 104 |
|
Cover
Page Interactive Data File |
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
| |
PORTSMOUTH
SQUARE, INC. |
| |
|
| Dated:
February 17, 2026 |
By:
|
/s/
Ann Marie Blair |
| |
|
Ann
Marie Blair, |
| |
|
Principal
Financial Officer |
Exhibit
99.1
Portsmouth
Square, Inc. Reports Second Quarter Fiscal 2026 Results; Hotel Performance Improves Year-Over-Year as Market Stabilization Continues
Los
Angeles, California — February 17, 2026
Portsmouth
Square, Inc. (the “Company” or “Portsmouth”) today announced financial results for the fiscal second quarter
ended December 31, 2025. Portsmouth’s principal asset is the Hilton San Francisco Financial District hotel (the “Hotel”).
Results discussed below are derived from the Company’s Quarterly Report on Form 10-Q for the quarter ended December 31, 2025.
Second
Quarter Fiscal 2026 Highlights (Three Months Ended December 31, 2025)
| |
● |
Hotel
revenues were $12.661 million, compared to $9.965 million for the prior-year quarter. |
| |
● |
During
fiscal Q2 2026, the Hotel benefited from 14 additional guestrooms returned to available inventory in September 2025, improving room
availability compared to the prior year. |
| |
● |
Net
loss was $2.291 million, or $3.12 per share, compared to a net loss of $4.036 million, or $5.50 per share, in the prior-year quarter. |
| |
● |
Income
(loss) from operations was $1.004 million, compared to $(0.264) million in the prior-year quarter. |
| |
● |
Average
Daily Rate (ADR) was $234 versus $190 in the prior-year quarter; average occupancy was 92% versus 88%; RevPAR was $215 versus $168. |
| |
● |
Cash
and cash equivalents were $3.408 million and restricted cash was $5.314 million as of December
31, 2025 (total cash, cash equivalents and restricted cash of $8.722 million). |
Selected
Hotel Expense Categories (Three Months Ended December 31, 2025)
The
following Hotel expense categories are presented consistent with the Company’s segment disclosures in its Form 10-Q:
| |
● |
Operating
expenses: $9.208 million (prior-year quarter: $7.973 million) |
| |
● |
Utilities:
$0.397 million (prior-year quarter: $0.432 million) |
| |
● |
Real
estate taxes: $0.588 million (prior-year quarter: $0.429 million) |
| |
● |
Insurance:
$0.234 million (prior-year quarter: $0.221 million) |
Year-to-Date
Highlights (Six Months Ended December 31, 2025)
| |
● |
Hotel
revenues were $25.079 million, compared to $21.785 million for the prior-year period. |
| |
● |
Net
loss was $4.876 million, or $6.64 per share, compared to a net loss of $5.908 million, or $8.05 per share, for the prior-year period. |
| |
● |
Income
from operations was $1.801 million versus $1.506 million in the prior-year period. |
| |
● |
ADR
was $226 versus $200; average occupancy was 94% versus 92%; RevPAR was $211 versus $184. |
| |
● |
Capital
expenditures were approximately $1.431 million for the six months ended December 31, 2025, primarily related to guest-room renovations
and returning 14 rooms previously used as administrative offices to available inventory. |
Liquidity
and Capital Resources
As
previously disclosed, management concluded that the going concern uncertainty was alleviated as of June 30, 2025, following the
March 28, 2025 refinancing.
Management
Commentary
David
C. Gonzalez, President of Portsmouth, said:
“While
the San Francisco lodging market continues to face headwinds, our second-quarter results reflect continued stabilization and improvement
year-over-year. We benefited from higher room revenues driven by increased room availability and improved rate and occupancy dynamics.
We also benefited from 14 additional guestrooms placed back into service in September 2025, which improved overall room availability
and supported year-over-year revenue growth. We remain focused on disciplined expense management and selective capital investment to
support the Hotel’s competitive positioning.”
John
V. Winfield, Chairman of the Board and Chief Executive Officer of Portsmouth, added:
“We
continue to see encouraging signs of gradual recovery across San Francisco, including ongoing efforts to strengthen the City’s
appeal for business and leisure travel. Although the pace of recovery can be uneven, we remain cautiously optimistic that improving conditions
will support more durable demand over time.”
About
Portsmouth Square, Inc.
Portsmouth
Square, Inc. is a California corporation that, through its subsidiaries, owns and operates the Hilton San Francisco Financial District
hotel.
Forward-Looking
Statements
This
press release contains forward-looking statements within the meaning of federal securities laws. Forward-looking statements are not statements
of historical fact and are based on current expectations and assumptions. These statements are subject to risks and uncertainties that
could cause actual results to differ materially, including factors described in the Company’s filings with the Securities and Exchange
Commission, including its Quarterly Report on Form 10-Q for the quarter ended December 31, 2025 and its Annual Report on Form 10-K for
the year ended June 30, 2025. The Company undertakes no obligation to update forward-looking statements except as required by law.
Investor
Contact
Portsmouth
Square, Inc.
1516
S. Bundy Drive, Suite 200
Los
Angeles, CA 90025
(310)
889-2500
