Item 2. Unregistered Sales of Equity Securities
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
2(a): Unregistered Sales of Equity Securities and Use of Proceeds
None.
2(b): Use of Proceeds from Registered Securities
None.
2(c): Purchases of Equity Securities
During the six months ended June 30, 2025, repurchases made pursuant to our stock repurchase program were as follows:
Period Total number of shares purchased (1)
Weighted average price paid per share (2)
Total number of shares purchased as part of publicly announced plans or programs (3)
Maximum number (or approximate dollar value) of common shares that may yet be purchased under the plans or programs
(in millions) (3)
January 1, 2025 through January 31, 2025 1,430,264 $ 14.00 1,430,264 $ 14
February 1, 2025 through February 28, 2025 178,986 $ 12.73 — $ 300
March 1, 2025 through March 31, 2025 2,085,011 $ 11.97 2,085,011 $ 275
April 1, 2025 through April 30, 2025 106 $ 9.36 — $ 275
May 1, 2025 through May 31, 2025 103 $ 10.26 — $ 275
June 1, 2025 through June 30, 2025 431 $ 10.13 — $ 275
Total 3,694,901 3,515,275
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(1) The number of shares purchased represents shares of common stock repurchased under the applicable previously announced stock repurchase programs as well as 179,626 shares of common stock surrendered by certain of our employees to satisfy their federal and state tax obligations associated with the vesting of restricted common stock.
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(2) The weighted average price paid per share for shares of common stock surrendered by certain employees is based on the closing price of our common stock on the trading date immediately prior to the date of delivery of the shares. The weighted average price paid per share for shares repurchased excludes commissions paid.
(3) The stock repurchase program authorized on February 17, 2023, which allowed for the repurchase of up to $300 million of our common stock was terminated on February 14, 2025 upon the authorization of a new $300 million stock repurchase program, which expires on February 19, 2027.
Item 3. Defaults Upon Senior Securities.
In June 2023, we ceased making debt service payments toward the SF Mortgage Loan, and we have received a notice of default from the servicer. As of August 1, 2025, the total arrearage related to the SF Mortgage Loan, including interest and fees was $132 million, of which $64 million is default interest. In October 2023, the trustee for the SF Mortgage Loan filed a lawsuit against the borrowers under the SF Mortgage Loan. In connection with the lawsuit, the court has appointed a receiver to take control of the Hilton San Francisco Hotels, which serve as security for the SF Mortgage Loan, and their operations, and thus, we have no further economic interest in the operations of the hotels. The receiver operates and has authority over the hotels. The receiver also had the ability to sell the hotels until March 31, 2025; however, the deadline was extended and in July 2025, a purchase and sale agreement to consummate the sale of the hotels has been executed with a closing expected by October 29, 2025. If the hotels are not sold to the buyer by October 29, 2025, the receivership will end with a non-judicial foreclosure as soon as permissible under California law.
Item 4. Mine Safety Disclosures.
Not applicable.
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.