United Parks SEC Filings

United Parks & Resorts Inc. (PRKS) insiders led by Hill Path entities and director Scott Ross filed a Form 4 disclosing an acquisition and extensive beneficial holdings. On 08/11/2025 Scott Ross (through reporting persons) acquired 617 shares at $50.39; the award was granted under the issuer's 2017 Omnibus Incentive Plan and vests 100% the day before the 2026 annual meeting. The joint filing lists post-transaction beneficial ownership for multiple Hill Path-related entities, including 5,885,065 shares for Hill Path Capital Partners LP, 6,109,961 for Hill Path Capital Partners Co-Investment E LP, 10,518,006 for HEP Fund LP and 2,695,994 for HM Fund LP. The filing notes the report is one of two identical filings to accommodate the SEC's ten-filer electronic limit and states the reporting persons may be members of a Section 13(d) group that collectively beneficially own more than 10% of the outstanding common stock. The reporting persons disclaim beneficial ownership except to the extent of pecuniary interest.

United Parks & Resorts Inc. (PRKS) is asking Disinterested Stockholders to approve a Share Repurchase Proposal that would authorize the Board to implement additional buybacks of common stock up to $500 million, provided the Company will not repurchase shares if Hill Path’s common stock ownership percentage would, as a result, equal or exceed 70% (excluding Hill Path’s and its affiliates’ non‑voting derivative positions). The Board previously authorized a $500 million program in 2024 and, as of June 30, 2025, had repurchased approximately $467.4 million, leaving about $32.6 million remaining under that program. A Special Committee reviewed the proposal, noted Hill Path’s then‑approximate ownership of 49.5% (and an economic ownership of ~57.5% including non‑voting derivatives), and recommended the additional authorization; the Board endorsed the recommendation and recommends a vote FOR by Disinterested Stockholders. The proxy explains voting procedures, the Disinterested Stockholder Approval requirement (Hill Path and affiliated shares are excluded from the vote calculation), and sets out the Board’s stated benefits (undervaluation, tax advantages, flexibility) and risks (reduced public float and liquidity, potential increased influence by Hill Path, use of cash and potential license change‑of‑control consequences under the Sesame Workshop agreement).

United Parks & Resorts updated its Form S-8 to reflect stockholder approval of a new 2025 Omnibus Incentive Plan, replacing the 2017 plan for new grants while preserving awards previously granted under the 2017 plan. The amendment transfers 6,320,680 shares that were available under the 2017 plan to the 2025 plan and makes additional shares that may become available under the 2017 plan (through expiration, termination or forfeiture) issuable under the 2025 plan as Carryover Shares. The filing attaches the 2025 Incentive Plan as an exhibit and a new legal opinion regarding the previously issuable shares, and incorporates by reference the company’s recent Exchange Act reports and standard corporate governance exhibits.

Q2-25 results: revenue slipped 1.5% year-on-year to $490.2 m while net income dropped 12% to $80.1 m, translating to $1.45 diluted EPS. Admissions revenue fell 3.1% but in-park spending held flat (+0.4%). Operating costs rose 5%, compressing operating margin to 28.7% from 33.0%. Interest expense declined 14% owing to 2024 refinancing, and no debt-extinguishment charge was booked this quarter.

Six-month view: revenue decreased 2.2% to $777.2 m and net income is down 20% to $64.0 m. Operating cash flow fell 15% to $206.9 m; however, capex dropped 34% to $110.5 m, lifting free cash flow. Cash and equivalents climbed to $193.9 m (vs. $115.9 m at year-end), supported by higher deferred revenue (+36%) and lower spending.

The company repurchased 0.1 m shares in H1 and has retired 11% of shares year-on-year, cushioning EPS despite softer earnings. Long-term debt remains $2.22 bn; the net first-lien leverage ratio is 2.96×, well below the 6.25× covenant. Shareholders’ deficit narrowed to $-394.9 m as retained earnings grew.

United Parks & Resorts Inc. (NYSE: PRKS) filed an 8-K on 7-Aug-2025 to furnish Item 2.02 information. The filing states that the company released its second-quarter results for the period ended 30-Jun-2025 via a separate press release, which is attached as Exhibit 99.1 and incorporated by reference. No financial figures, guidance, or narrative commentary are included in the 8-K itself. The report clarifies that the furnished information is not deemed “filed” for Exchange Act purposes and will not create Section 18 liability. An Inline XBRL cover page (Exhibit 104) accompanies the submission. The document was signed by Chief Legal Officer G. Anthony Taylor.

Because the actual earnings data reside only in the referenced press release, investors must review Exhibit 99.1 for quantitative performance metrics.