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 nine months ended September 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
July 1, 2025 through July 31, 2025 181 $ 10.83 — $ 275
August 1, 2025 through August 31, 2025 402 $ 10.33 — $ 275
September 1, 2025 through September 30, 2025 169 $ 12.00 — $ 275
Total 3,695,653 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 180,378 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 received a notice of default from the servicer. 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 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 Hilton San Francisco Hotels, and also has the ability to sell the hotels. The receiver has executed an agreement to sell the hotels, and the court has approved the transaction with a closing expected by November 21, 2025. If the hotels are not sold to the buyer by November 21, 2025, the receivership will end with a non-judicial foreclosure as soon as permissible under California law. As of November 3, 2025, the total arrearage related to the SF Mortgage Loan, including interest and fees was $149 million, of which $73 million was default interest.
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.