What changed in this filing

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Item 8. Financial Statements and Supplementary Data

2026-02-20 compared with 2025-02-20 · 243 added, 207 removed, 797 unchanged (36% of the section changed)

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Schedule III – Real Estate and Accumulated Deprecation

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Management’s Report on Internal Control Over Financial Reporting

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The report is included herein.

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Report of Independent Registered Public Accounting Firm

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We have audited the accompanying consolidated balance sheets of Park Hotels & Resorts Inc.

(the Company) as of December 31, 2024 and 2023, the related consolidated statements of operations, cash flows and equity for each of the three years in the period ended December 31, 2024, and the related notes and financial statement schedule listed in the Index at Item 15 (collectively referred to as the “consolidated financial statements”).

(the Company) as of December 31, 2025 and 2024, the related consolidated statements of operations, cash flows and equity for each of the three years in the period ended December 31, 2025, and the related notes and financial statement schedule listed in the Index at Item 15(b) (collectively referred to as the “consolidated financial statements”).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2025, in conformity with U.S.

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The communication of the critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

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Assessment of Property and Equipment for Impairment

Description of the Matter The Company had property and equipment, net of $ 6,955 million as of December 31, 2025 and recognized an impairment loss of approximately $ 318 million during the year ended December 31, 2025 as disclosed in Note 8 of the consolidated financial statements.

As discussed in Note 2 of the consolidated financial statements, property and equipment is evaluated for recoverability based on expected undiscounted future cash flows if there are indicators of impairment.

As discussed in Note 2 of the consolidated financial statements, if there are indicators of impairment, property and equipment is evaluated for recoverability based on expected undiscounted future cash flows.

If it is determined that the expected undiscounted future cash flows are less than the net book value of the asset group, the excess of the net book value over the estimated fair value is recorded within impairment losses.

Auditing management’s assessment of impairment of property and equipment was complex and highly judgmental due to the significant estimation required in determining the timing and amount of expected undiscounted future cash flows and capitalization rates used to assess properties for impairment.

Auditing management’s assessment of property and equipment for impairment was complex and highly judgmental due to the significant estimation required in determining the amount of expected undiscounted future cash flows and capitalization rates used to assess properties for impairment.

In particular, the expected future cash flows are based on significant estimates, including projections of future income and estimated growth rates.

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Our testing of the Company’s impairment assessment included, among other procedures, evaluating the significant assumptions and testing the completeness and accuracy of the underlying data used by the Company to develop the expected future cash flows for their properties.

We compared the significant assumptions, including growth rates and capitalization rates, used by management to current industry and economic trends, and changes to the Company’s strategy.

We compared the significant assumptions, including growth rates, discount rates and capitalization rates, used by management to current industry and economic trends, and changes to the Company’s strategy.

We assessed the historical accuracy of management’s estimates and performed sensitivity analyses of significant assumptions to evaluate changes in the expected future cash flows that would result from changes in the assumptions.

We also evaluated certain assumptions used in management's assessment for impairment using external sources.

We involved our valuation specialists to assist in evaluating certain assumptions underlying management’s fair value estimates and supplemented with further market observable information.

/s/ Ernst & Young LLP

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February 20, 2026

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Report of Independent Registered Public Accounting Firm

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(the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, 2025, based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2024 and 2023, the related consolidated statements of operations, cash flows and equity for each of the three years in the period ended December 31, 2024, and the related notes and financial statement schedule listed in the Index at Item 15 and our report dated February 20, 2025 expressed an unqualified opinion thereon.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2025 and 2024, the related consolidated statements of operations, cash flows and equity for each of the three years in the period ended December 31, 2025, and the related notes and financial statement schedule listed in the Index at Item 15(b) and our report dated February 20, 2026 expressed an unqualified opinion thereon.

Basis for Opinion

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February 20, 2026

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PARK HOTELS & RESORTS INC.

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Property and equipment, net $ 6,955 $ 7,398

Assets held for sale, net 14 —

Contract asset — 820

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Refer to the notes to the consolidated financial statements.

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PARK HOTELS & RESORTS INC.

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Gain on derecognition of assets 58 60 221

Operating income 391 343 296

Operating (loss) income ( 33 ) 391 343

Interest income 10 21 38

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Equity in earnings from investments in affiliates 4 31 11

Other (loss) gain, net ( 4 ) 4 96

Income before income taxes 165 144 173

Income tax benefit (expense) 61 ( 38 ) —

Net income 226 106 173

Other gain (loss), net 16 ( 4 ) 4

(Loss) income before income taxes ( 270 ) 165 144

Income tax (expense) benefit ( 7 ) 61 ( 38 )

Net (loss) income ( 277 ) 226 106

Net income attributable to noncontrolling interests ( 6 ) ( 14 ) ( 9 )

Net income attributable to stockholders $ 212 $ 97 $ 162

Earnings per share:

Earnings per share – Basic $ 1.02 $ 0.44 $ 0.71

Earnings per share – Diluted $ 1.01 $ 0.44 $ 0.71

Net (loss) income attributable to stockholders $ ( 283 ) $ 212 $ 97

(Loss) earnings per share:

(Loss) earnings per share – Basic $ ( 1.43 ) $ 1.02 $ 0.44

(Loss) earnings per share – Diluted $ ( 1.43 ) $ 1.01 $ 0.44

Weighted average shares outstanding – Basic 199 207 214

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Refer to the notes to the consolidated financial statements.

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PARK HOTELS & RESORTS INC.

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Operating Activities:

Net income $ 226 $ 106 $ 173

Adjustments to reconcile net income to net cash provided by operating activities:

Net (loss) income $ ( 277 ) $ 226 $ 106

Adjustments to reconcile net (loss) income to net cash provided by operating activities:

Depreciation and amortization 336 257 287

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Equity in earnings from investments in affiliates ( 4 ) ( 31 ) ( 11 )

Other loss (gain), net 3 ( 2 ) ( 90 )

Other (gain) loss, net ( 14 ) 3 ( 2 )

Share-based compensation expense 19 19 18

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Contributions to unconsolidated affiliates — ( 7 ) ( 10 )

Net cash (used in) provided by investing activities ( 166 ) ( 217 ) 87

Net cash used in investing activities ( 209 ) ( 166 ) ( 217 )

Financing Activities:

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Repayments of credit facilities — — ( 50 )

Proceeds from issuance of mortgage debt — — 30

Repayments of mortgage debt ( 9 ) ( 22 ) ( 83 )

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Dividends paid ( 280 ) ( 512 ) ( 152 )

Distributions to noncontrolling interests, net ( 7 ) ( 7 ) ( 10 )

Distributions to noncontrolling interests ( 10 ) ( 7 ) ( 7 )

Tax withholdings on share-based compensation ( 4 ) ( 5 ) ( 2 )

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Net cash used in financing activities ( 365 ) ( 573 ) ( 475 )

Net (decrease) increase in cash and cash equivalents and restricted cash ( 310 ) ( 189 ) 176

Net decrease in cash and cash equivalents and restricted cash ( 176 ) ( 310 ) ( 189 )

Cash and cash equivalents and restricted cash, beginning of period 440 750 939

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Refer to the notes to the consolidated financial statements.

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PARK HOTELS & RESORTS INC.

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Common Stock Additional

Deficit) Retained Earnings

Retained Earnings

Balance as of December 31, 2022 224 $ 2 $ 4,321 $ 16 $ ( 48 ) $ 4,291

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Distributions to noncontrolling interests — — — — ( 7 ) ( 7 )

Reallocation of noncontrolling interests

— — 12 — ( 12 ) —

Balance as of December 31, 2024 203 2 4,063 ( 420 ) ( 51 ) 3,594

Share-based compensation, net 1 — 13 2 — 15

Net income — — — 212 14 226

Net (loss) income — — — ( 283 ) 6 ( 277 )

Dividends and dividend equivalents (1)

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Distributions to noncontrolling interests — — — — ( 10 ) ( 10 )

Reallocation of noncontrolling interests

— — 12 — ( 12 ) —

Balance as of December 31, 2025 200 $ 2 $ 4,031 $ ( 902 ) $ ( 55 ) $ 3,076

____________________________________________________________________________________

(1) Dividends declared per common share were $ 1.40 , $ 2.15 , which included a special cash dividend of $ 0.77 per common share, and $ 0.28 for the years ended December 31, 2024, 2023 and 2022, respectively.

(1) Dividends declared per common share were $ 1.00 , $ 1.40 , and $ 2.15 , which included a special cash dividend of $ 0.77 per common share, for the years ended December 31, 2025, 2024 and 2023, respectively.

Refer to the notes to the consolidated financial statements.

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PARK HOTELS & RESORTS INC.

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as an independent, publicly traded company.

On September 18, 2019, we acquired Chesapeake Lodging Trust.

We are a real estate investment trust (“REIT”) for United States (“U.S.”) federal income tax purposes.

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If it is determined that the expected undiscounted future cash flows are less than the net book value of the asset, the excess of the net book value over the estimated fair value is recorded in our

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consolidated statements of operations within impairment losses.

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When we determine that classification of an asset as held for sale is appropriate, we cease recording depreciation for the asset and value the property at the lower of depreciated cost or fair value, less costs to dispose.

Further, the related assets and liabilities of the held for sale property will be classified as assets held for sale in our consolidated balance sheets.

Any gains on sales of properties are recognized at the time of sale or deferred and recognized in net income in subsequent periods as any relevant conditions requiring deferral are satisfied.

Further, the related assets and liabilities of the held for sale property will be classified as assets and liabilities held for sale in our consolidated balance sheets.

Any gains on sales of properties are recognized at the time of sale or deferred and recognized in net (loss) income in subsequent periods as any relevant conditions requiring deferral are satisfied.

Investments in Affiliates

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We consolidate entities when we own more than 50 percent of the voting shares of a company or otherwise have a controlling financial interest.

References in these financial statements to net income attributable to stockholders do not include non-controlling interests, which represent the outside ownership interests of our consolidated, non-wholly owned entities and are reported separately.

References in these financial statements to net (loss) income attributable to stockholders do not include non-controlling interests, which represent the outside ownership interests of our consolidated, non-wholly owned entities and are reported separately.

We hold investments in affiliates that primarily own or lease hotels.

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For consolidated joint ventures with pro rata distribution allocations, net income or loss is allocated between the joint venture partners based on their respective stated ownership

In addition, we include net income (loss) attributable to the noncontrolling interest in net income in our consolidated statements of operations.

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In addition, we include net income (loss) attributable to the noncontrolling interest in net (loss) income in our consolidated statements of operations.

Intangible Assets

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Our lease terms include renewal options that we are reasonably certain to exercise, and renewal options controlled by the lessor.

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Fair Value Measurements—Valuation Hierarchy

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To qualify as a REIT, we must satisfy requirements related to, among other things, the real estate

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qualification of sources of our income, the real estate composition and values of our assets, the amounts we distribute to our stockholders annually and the diversity of ownership of our stock.

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Accounting Standards Not Yet Adopted

In December 2023, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No.

2023-09 ("ASU 2023-09"), Income Taxes (Topic 740) - Improvements to Income Tax Disclosures, which enhances income tax disclosures, including disclosures about the existing rate reconciliation and income taxes paid information.

We expect to adopt ASU 2023-09 when the requirements become effective for the year-ended December 31, 2025.

ASU 2023-09 is required to be adopted on a prospective basis, but retrospective adoption is permitted.

We are currently evaluating the effect that ASU 2023-09 will have on our consolidated financial statements.

In November 2024, the FASB issued ASU No.

In November 2024, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No.

2024-03 (“ASU 2024-03”), Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40) , which adds guidance on providing qualitative and quantitative disclosures about certain costs and expenses.

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Accounting Standards Adopted

In November 2023, the FASB issued ASU No.

2023-07 ("ASU 2023-07"), Segment Reporting (Topic 280) – Improvements to Reportable Segment Disclosures , which enhances segment disclosures, including disclosures about significant segment expenses.

We adopted this ASU on a retrospective basis for the year-ended December 31, 2024.

We have added incremental disclosures identifying the title and position of the chief operating decision maker (“CODM”) and how the CODM uses our reported measure of segment profit or loss in assessing segment performance and deciding how to allocate resources, as well as incremental disclosures about our significant expenses for our only reportable segment .

Refer to Note 14:

"Business Segment Information" for additional information.

Acquisitions and Dispositions

In December 2023, the FASB issued ASU No.

2023-09 (“ASU 2023-09”), Income Taxes (Topic 740) - Improvements to Income Tax Disclosures, which enhances income tax disclosures, including disclosures about the existing rate reconciliation and income taxes paid information.

We adopted this ASU on a prospective basis for the year-ended December 31, 2025 and incorporated any such material disclosures in Note 10:

“Income Taxes” for additional information.

Acquisitions, Dispositions and Assets Held for Sale

During the year ended December 31, 2023, we acquired two parcels of land, adjacent to the Hilton Hawaiian Village Waikiki Beach Resort, for a purchase price of approximately $ 18 million, including transaction costs.

We accounted for the purchase as an acquisition of an asset, and the entire purchase price was allocated to land.

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In May 2025, we sold the Hyatt Centric Fisherman’s Wharf, and in November 2025, we sold our ownership interest in the unconsolidated joint venture that owned and operated the Capital Hilton.

We received total gross proceeds from all dispositions of $ 120 million, and proceeds for the Capital Hilton were reduced by $ 28 million for our share of the mortgage debt in the joint venture.

We recognized a net gain of approximately $ 17 million for the sale of our consolidated hotel and for the sale of our interest in the Capital Hilton, which is included in gain on sale of assets, net , and other gain (loss), net , respectively , in our consolidated statements of operations.

Additionally, in September 2025, we permanently closed the Embassy Suites Kansas City Plaza and terminated its ground lease and, on December 31, 2025, the ground leases for the DoubleTree Hotel Sonoma Wine Country and the DoubleTree Hotel Seattle Airport expired.

These three properties were surrendered to their respective ground lessors.

In December 2024, the consolidated joint venture that owned the DoubleTree Hotel Spokane City Center sold the hotel for gross proceeds of approximately $ 35 million.

Proceeds were used to repay the $ 14 million mortgage loan secured by the hotel, and after paying customary closing expenses, our pro-rata share of the remaining net proceeds was approximately $ 10 million and will be used for general corporate purposes.

We recognized a gain of approximately $ 8 million, which is included in gain on sale of assets, net in our consolidated statements of operations.

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We recognized a net gain of approximately $ 15 million, which is included in gain on sale of assets, net in our consolidated statements of operations.

Additionally, in June 2023, the ground lessor terminated the ground lease for the Embassy Suites Phoenix Airport hotel and, pursuant to an agreement, we received an early termination fee of approximately $ 4 million, which is included in other (loss) gain, net in our consolidated statements of operations.

During the year ended December 31, 2022, we sold the five consolidated hotels listed in the table below and received total gross proceeds of approximately $ 149 million.

We recognized a net gain of approximately $ 15 million, which is included in gain on sale of assets, net in our consolidated statements of operations.

Hotel Location Month Sold

Hampton Inn & Suites Memphis – Shady Grove Memphis, Tennessee April 2022

Hilton Chicago/Oak Brook Suites Chicago, Illinois May 2022

Homewood Suites by Hilton Seattle Convention Center Pike Street Seattle, Washington June 2022

Hilton Garden Inn Chicago/Oakbrook Terrace Chicago, Illinois July 2022

Hilton Garden Inn LAX/El Segundo El Segundo, California September 2022

In June 2022, we sold our ownership interests in the joint ventures that owned and operated the Hilton San Diego Bayfront for gross proceeds of $ 157 million.

Our gross proceeds were reduced by $ 55 million for our share of the mortgage debt in the joint venture.

We recognized a gain of approximately $ 92 million, net of selling costs, which is included in other (loss) gain, net in our consolidated statements of operations.

Additionally, in October 2022, the joint ventures that owned and operated the DoubleTree Hotel Las Vegas Airport sold the hotel for gross proceeds of approximately $ 22 million, and our pro-rata share of the gross proceeds was approximately $ 11 million.

We recognized a gain of approximately $ 9 million, which is included in equity in earnings from investments in affiliates in our consolidated statements of operations.

Additionally, in June 2023, the ground lessor terminated the ground lease for the Embassy Suites Phoenix Airport hotel and, pursuant to an agreement, we received an early termination fee of approximately $ 4 million, which is included in other gain (loss), net in our consolidated statements of operations.

Assets Held for Sale

In November 2025, we entered into a definitive agreement to sell one of our Non-Core hotels.

Assets held for sale related to this hotel were as follows as of December 31, 2025:

(in millions)

Property and equipment, net $ 13

Total Assets Held for Sale $ 14

Liabilities held for sale related to this hotel were approximately $ 1 million as of December 31, 2025, which is included in other liabilities in our consolidated balance sheets.

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Property and Equipment

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Construction-in-progress 249 152

10,182 10,092

Accumulated depreciation ( 2,630 ) ( 2,784 )

$ 6,955 $ 7,398

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(1) Excludes $ 13 million of property and equipment, net, classified as held for sale as of December 31, 2025.

Depreciation of property and equipment was $ 336 million, $ 256 million and $ 286 million during the years ended December 31, 2025, 2024 and 2023, respectively.

During the year ended December 31, 2024, we recognized impairment losses of approximately $ 12 million related to two of our hotels subject to ground leases and our inability to recover the carrying value of the assets over the remaining lease term.

Refer to Note 8:

"Fair Value Measurements" for additional information.

For the year ended December 31, 2023, we recognized an impairment loss of approximately $ 202 million related to one of the hotels securing our $ 725 million non-recourse CMBS loan ("SF Mortgage Loan") as a result of a decision to cease making debt service payments.

In October 2023, the 1,921-room Hilton San Francisco Union Square and the 1,024-room Parc 55 San Francisco – a Hilton Hotel (collectively, the "Hilton San Francisco Hotels") that secure the SF Mortgage Loan were placed into receivership.

Refer to Note 7:

"Debt" and Note 8:

"Fair Value Measurements" for additional information.

Depreciation expense for the year ended December 31, 2025 includes accelerated depreciation recognized in connection with renovations at certain of our hotels, including the Royal Palm South Beach Miami, a Tribute Portfolio Resort (“Royal Palm”), which began in May 2025.

Consolidated Variable Interest Entities (“VIEs”) and Investments in Affiliates

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As of December 31, 2025, we consolidate VIEs that own two hotels in the U.S.

In December 2024, the consolidated joint venture that owned the DoubleTree Hotel Spokane City Center sold the hotel.

We are the primary beneficiary of these VIEs as we have the power to direct the activities that most significantly affect their economic performance.

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Unconsolidated Entities

As of December 31, 2024, three of our hotels are owned by unconsolidated joint ventures in which we hold an interest.

In July 2024, the joint ventures that owned and operated the Hilton La Jolla Torrey Pines sold the hotel.

As of December 31, 2025, two of our hotels are owned by unconsolidated joint ventures in which we hold an interest.

In November 2025, we sold our ownership interest in the unconsolidated joint venture that owned and operated the Capital Hilton.

These hotels are accounted for using the equity method and had total debt of approximately $ 573 million and $ 685 million as of December 31, 2025 and 2024, respectively.

Substantially all the debt is secured solely by the affiliates’ assets or is guaranteed by other partners without recourse to us.

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Intangible assets were:

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HHV Mortgage Loan 4.20 % November 2026 $ 1,275 $ 1,275

Other mortgage loans (1)

Average rate of 4.40 %

Other mortgage loans Average rate of 4.40 %

2026 to 2027 (1)

SOFR + 2.25 %

December 2026 — —

September 2029 — —

2024 Term Loan SOFR + 2.20 %

May 2027 200 200

2025 Senior Notes 7.50 % June 2025 — 650

2025 Delayed Draw Term Loan SOFR + 2.20 %

January 2030 — —

2028 Senior Notes 5.88 % October 2028 725 725

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Finance lease obligations 6.88 % 2026 to 2030 1 1

unamortized premium — 1

unamortized deferred financing costs and discount ( 18 ) ( 24 )

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(1) In December 2024, the $ 14 million mortgage loan secured by the DoubleTree Hotel Spokane City Center was fully repaid when the hotel was sold.

(1) Assumes the exercise of all extensions that are exercisable solely at our option.

The mortgage loan for Hilton Denver City Center matures in 2042 but became callable by the lender in August 2022 with six months of notice.

As of December 31, 2024, Park had not received notice from the lender.

(3) Our revolving credit facility ("Revolver") permits one or more standby letters of credit, up to a maximum aggregate outstanding balance of $ 50 million, to be issued on behalf of us.

As of December 31, 2024, we had approximately $ 4 million outstanding on a standby letter of credit and $ 946 million of available capacity under our Revolver.

In January 2025, the standby letter of credit was cancelled, increasing the available capacity under our Revolver to $ 950 million.

(4) The secured overnight financing rate ("SOFR") includes a credit spread adjustment of 0.1 %.

As of December 31, 2025, we had not received notice from the lender.

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Mortgage Loans

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The HHV Mortgage Loan bears interest at a fixed-rate and requires interest-only payments through its maturity date.

The HHV Mortgage Loan may be partially or fully prepaid, subject to prepayment penalties.

The HHV Mortgage Loan may be partially or fully prepaid without penalty on or after May 1, 2026.

Our other mortgage loans all bear interest at fixed-rates.

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Credit Facilities

2016 Term Loan and Revolver

In December 2016, we entered into a credit agreement (“Original Credit Agreement”) with Wells Fargo Bank, National Association as administrative agent, and certain other financial institutions party thereto as lenders.

In December 2022, we amended and restated the Original Credit Agreement ("Credit Agreement").

The Credit Agreement provides aggregate commitments of $ 950 million for the Revolver, which can be increased by up to $ 500 million with lender approval, and matures on December 1, 2026, with the ability to extend its maturity by one year as (i) a one-year extension or (ii) two six-month extensions.

Borrowings under the Revolver bear interest based upon the secured overnight financing rate ("SOFR") plus a credit spread adjustment of 0.1 %, plus an applicable margin based on our leverage ratio.

unused facility fee on the Revolver of between 0.2 % and 0.3 %, based on our level of usage.

The Credit Agreement also contains certain financial covenants including a maximum leverage ratio, minimum fixed charge coverage ratio, maximum secured leverage ratio, maximum unsecured indebtedness to unencumbered asset value ratio and minimum unencumbered adjusted net operating income to unsecured interest coverage ratio.

The Credit Agreement allows us to conduct share repurchases, subject to compliance with the financial covenants, and released all collateral securing the Revolver and Senior Notes.

The Credit Agreement restricts activities of the Company, including our ability to grant liens on certain properties, mergers, affiliate transactions, asset sales and the payment of dividends and distributions (except to the extent required to maintain REIT status and certain other agreed exceptions).

Revolver, 2024 Term Loan and 2025 Delayed Draw Term Loan

In September 2025, the Company and our Operating Company entered into a Second Amended and Restated Credit Agreement (the “Credit Agreement”).

The Credit Agreement provides for an increase in the aggregate commitments for the senior unsecured revolving credit facility (“Revolver”) from $ 950 million to $ 1 billion, a new $ 800 million senior unsecured delayed draw term loan facility (“2025 Delayed Draw Term Loan”), which allows for up to three draws through September 17, 2026, and the continuation of the $ 200 million senior unsecured term loan (“2024 Term Loan”).

The Credit Agreement extended the Revolver’s maturity date to September 17, 2029, with an option to extend its maturity by one year as either (i) a one-year extension or (ii) two six-month extensions.

The 2025 Delayed Draw Term Loan matures on January 2, 2030, with an option to extend its maturity by an additional one-year period.

The maturity date of the 2024 Term Loan remains May 14, 2027.

The Credit Agreement includes the option to increase the Revolver and increase or add new term loans under the Credit Agreement by up to $ 1 billion in the aggregate, subject to obtaining additional lender commitments and the satisfaction of certain customary conditions.

Borrowings under the Revolver, the 2024 Term Loan and the 2025 Delayed Draw Term Loan bear interest based upon the secured overnight financing rate (“SOFR”), plus an applicable margin based on our leverage ratio.

The Credit Agreement removed the previous credit spread adjustment on the Revolver and the 2024 Term Loan of 0.10 %.

We are subject to fees between 0.20 % and 0.25 % based on unused commitments under the Revolver, as well as a 0.25 % ticking fee on the undrawn portion of the 2025 Delayed Draw Term Loan.

Additionally, the Revolver permits one or more standby letters of credit, up to a maximum aggregate outstanding balance of $ 50 million, to be issued on behalf of us.

Any outstanding standby letters of credit reduce the available borrowings on the Revolver by a corresponding amount.

As of December 31, 2024, we had approximately $ 4 million outstanding on a standby letter of credit, which was cancelled in January 2025.

2024 Term Loan

In May 2024, the Company, our Operating Company and PK Domestic Property LLC ("PK Domestic") amended the Credit Agreement to include a new $ 200 million senior unsecured term loan ("2024 Term Loan") with a scheduled maturity date of May 14, 2027.

Borrowings under the 2024 Term Loan bear interest based upon SOFR plus a credit spread adjustment of 0.1 %, plus an applicable margin based on our leverage ratio.

As of December 31, 2024, our all-in interest rate was 6.21 %.

We capitalized $ 2 million of financing fees incurred during the year ended December 31, 2024.

The amendment did not amend or modify existing financial maintenance covenants or other terms and provisions under our existing credit agreement, except to provide that income, value and debt of the Hilton San Francisco Hotels be excluded from the calculations of our leverage ratio, the fixed charge coverage ratio and the secured leverage ratio under the existing credit agreement.

As of December 31, 2025, our all-in interest rate for the 2024 Term Loan was 5.93 %, and there were no borrowings outstanding under the Revolver or the 2025 Delayed Draw Term Loan.

The Credit Agreement generally maintained the financial covenants under our existing credit agreement, including a maximum leverage ratio, minimum fixed charge coverage ratio, maximum secured leverage ratio, maximum unsecured indebtedness to unencumbered asset value ratio and minimum unencumbered adjusted net operating income to unsecured interest coverage ratio.

The Credit Agreement allows for our continued ability to conduct share repurchases, subject to compliance with the financial covenants.

The Credit Agreement restricts certain activities of the Company, including our ability to grant liens on certain properties, mergers, affiliate transactions, asset sales and, in the event the Company is in default under the Credit Agreement, the payment of dividends and distributions (except certain limited exceptions including to the extent required to maintain REIT status).

During the year ended December 31, 2025, we capitalized $ 9 million of financing fees incurred related to the Revolver and $ 8 million related to the 2025 Delayed Draw Term Loan.

We will begin amortizing financing fees for the 2025 Delayed Draw Term Loan when drawn upon.

During the year ended December 31, 2024, we capitalized $ 2 million of financing fees incurred related to the 2024 Term Loan.

2025 Senior Notes

In May 2020, our Operating Company, PK Domestic and PK Finance Co-Issuer Inc.

In May 2020, our Operating Company, PK Domestic Property LLC, an indirect subsidiary of the Company (“PK Domestic”) and PK Finance Co-Issuer Inc.

(“PK Finance”) issued an aggregate of $ 650 million of senior notes due 2025 (“2025 Senior Notes”), which bore interest at a rate of 7.500 % per annum.

In May 2024, all of the 2025 Senior Notes were repurchased or redeemed using the proceeds from the $ 550 million of senior notes due in 2030 ("2030 Senior Notes") and the 2024 Term Loan.

In May 2024, all of the 2025 Senior Notes were

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repurchased or redeemed using the proceeds from the $ 550 million of senior notes due in 2030 (“2030 Senior Notes”) and the 2024 Term Loan.

2028 Senior Notes

In September 2020, our Operating Company, PK Domestic LLC and the PK Finance issued an aggregate of $ 725 million of senior notes due 2028 ("2028 Senior Notes").

In September 2020, our Operating Company, PK Domestic and PK Finance issued an aggregate of $ 725 million of senior notes due 2028 (“2028 Senior Notes”).

The 2028 Senior Notes bear interest at a rate of 5.875 % per annum, payable semi-annually in arrears on April 1 and October 1 of each year beginning April 1, 2021.

We may redeem the 2028 Senior Notes, in whole or in part, at the applicable redemption prices set forth in the indenture.

On or after October 1, 2025, we may redeem the 2028 Senior Notes at 100 % of the principal amount, plus accrued and unpaid interest, if any, to, but excluding, the redemption date.

The 2028 Senior Notes will mature on October 1, 2028.

We may redeem the 2028 Senior Notes at 100 % of the principal amount, plus accrued and unpaid interest, if any, to, but excluding, the redemption date.

2029 Senior Notes

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In addition, the indentures require our Operating Company to maintain total unencumbered assets as of each fiscal quarter of at least 150 % of total unsecured indebtedness, in each case calculated on a consolidated basis.

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Debt Maturities

The contractual maturities of our debt, excluding the SF Mortgage Loan secured by the Hilton San Francisco Hotels and assuming the exercise of all extensions that are exercisable solely at our option, as of December 31, 2024 were:

The contractual maturities of our debt, assuming the exercise of all extensions that are exercisable solely at our option, as of December 31, 2025 were:

Year (in millions)

Thereafter 550

Debt Associated with Hotels in Receivership

In June 2023, we ceased making debt service payments towards the SF Mortgage Loan secured by the Hilton San Francisco Hotels, which was due November 2023, and we received a notice of default from the servicer.

The stated rate on the loan is 4.11 %;

however, beginning June 1, 2023, the default interest rate on the loan is 7.11 %.

Additionally, beginning June 1, 2023, the loan accrues a monthly late payment administrative fee of 3 % of the monthly amount due.

In June 2023, we ceased making debt service payments towards the $ 725 million non-recourse CMBS loan (“SF Mortgage Loan”) secured by the 1,921-room Hilton San Francisco Union Square and the 1,024-room Parc 55 San Francisco – a Hilton Hotel (collectively, the “Hilton San Francisco Hotels”), which was due November 2023, 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 hotels and, until no later than March 31, 2025, has the

ability to sell the hotels.

The court order contemplates that the receivership will end with a non-judicial foreclosure by July 15, 2025, if the hotels are not sold within the predetermined sale period.

In connection with the lawsuit, the court appointed a receiver to take control of the Hilton San Francisco Hotels, which served as security for the SF Mortgage Loan, and their operations, and thus, we had no further economic interest in the operations of the hotels.

The receiver operated and had authority over the Hilton San Francisco Hotels until they were sold by the court-appointed receiver on November 21, 2025, and the SF Mortgage Loan was assumed by the buyer in connection with the sale.

The stated rate on the loan was 4.11 %;

however, beginning June 1, 2023, the default interest rate on the loan was 7.11 %.

Additionally, beginning June 1, 2023, the loan accrued a monthly late payment administrative fee of 3 % of the monthly amount due.

We derecognized the Hilton San Francisco Hotels from our consolidated balance sheet in October 2023, when the receiver took control of the hotels and, accordingly, recognized a gain of $ 221 million for the year ended December 31, 2023, which is included in gain on derecognition of assets in our consolidated statements of operations.

For the year ended December 31, 2024, we recognized a gain of $ 60 million representing accrued interest expense associated with the default of the SF Mortgage Loan, which resulted in a corresponding increase of the contract asset on our consolidated balance sheets as we expect to be released from this obligation upon final resolution with the lender on the SF Mortgage Loan in exchange for the transfer of ownership of the Hilton San Francisco Hotels.

As of December 31, 2024 and 2023, the contract asset on our consolidated balance sheets was $ 820 million and $ 760 million, respectively.

The $ 725 million SF Mortgage Loan will remain a liability until final resolution with the lender is concluded, and thus is included in debt associated with hotels in receivership on our consolidated balance sheets.

Until the Hilton San Francisco Hotels were sold by the court-appointed receiver in November 2025 and the SF Mortgage Loan was assumed by the buyer, we recognized a gain of $ 58 million and $ 60 million, respectively, representing accrued interest expense associated with the default of the SF Mortgage Loan for the years ended December 31, 2025 and December 31, 2024, with a corresponding increase of the contract asset on our consolidated balance sheets.

In November 2025, we derecognized the SF Mortgage Loan and associated accrued interest expense included in debt associated with hotels in receivership and accrued interest associated with hotels in receivership , respectively, through and including the date of the sale, and the corresponding contract asset on our consolidated balance sheets.

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Fair Value Measurements

11 unchanged sentences

2030 Senior Notes 1 550 564 550 559

2030 Senior Notes 1 550 559 — —

The fair value of the SF Mortgage Loan, which has a carrying value of $ 725 million as of both December 31, 2024 and 2023 and categorized as Level 3 of the fair value hierarchy, was $ 718 million as of both December 31, 2024 and 2023.

Refer to Note 7:

"Debt" for additional information.

During the year ended December 31, 2024, we recognized impairment losses related to two of our hotels subject to ground leases and our inability to recover the carrying value of the assets over the remaining lease term.

During the year ended December 31, 2023, we recognized an impairment loss related to one of our hotels and in October 2023, that hotel, along with the other hotel securing our SF Mortgage Loan, were placed into receivership.

During the year ended December 31, 2025, we recognized impairment losses of approximately $ 318 million primarily related to nine of our Non-Core hotels, due to sales and the strategic decision to accelerate the disposition of our Non-Core hotels.

During the year ended December 31, 2024, we recognized impairment losses of $ 12 million related to two of our hotels subject to ground leases and our inability to recover the carrying value of the assets over the remaining lease term.

During the year ended December 31, 2023, we recognized an impairment loss of $ 202 million related to one of our hotels and in October 2023, that hotel, along with the other hotel securing our SF Mortgage Loan, were placed into receivership.

Subsequently, this hotel, along with the other hotel securing our SF Mortgage Loan were sold in November 2025.

Refer to Note 7:

“Debt” for additional information.

The estimated fair value of the assets that were measured on a nonrecurring basis were:

December 31, 2024 December 31, 2023

Fair Value Impairment Loss Fair Value Impairment Loss

(in millions) (in millions)

The estimated fair value of the assets that were measured on a nonrecurring basis, categorized by the level of inputs used in the valuation of the assets, are shown below:

Property and equipment:

$ 2 $ 12 $ 234 $ 202

Level 2 $ 26 $ —

Level 3 260 2

Total $ 286 $ 2

____________________________________________________________________________________

(1) We estimated fair value of the assets during the year ended December 31, 2024, using a discounted cash flow analysis, with an estimated stabilized growth rate range of 2 % to 3 %, a discounted cash flow term of 10 years and a discount rate ranging from 17.0 % to 20.0 %.

We estimated fair value of the asset during the year ended December 31, 2023, using a discounted cash flow analysis, with an estimated stabilized growth rate of 3 %, a discounted cash flow term of 10 years, terminal capitalization rate of 6.3 % and discount rate of 9.5 %.

The discount and terminal capitalization rates used for the fair values of the assets reflected the risk profile of the markets where the properties are located.

Fair value as of both December 31, 2024 and 2023 were measured using significant unobservable inputs (Level 3).

(1) We determined fair value of certain assets based upon either a contracted sales price (Level 2) or, for assets held for sale, based upon contracted price less costs to sell (Level 2) as of December 31, 2025.

Where the aforementioned inputs were not available, we estimated fair value using a discounted cash flow analysis, with an estimated stabilized growth rate of 3.0 %, discounted cash flow term of 10 years, or the term of the respective ground leases, terminal capitalization rates between 7.3 % and 7.8 % and discount rates between 10.0 % and 15.0 % (Level 3).

The discount and terminal capitalization rates used for the fair values of these assets reflect the risk profile of the markets where the properties are located.

(2) We estimated fair value of the assets using a discounted cash flow analysis, with an estimated stabilized growth rate range of 2.0 % to 3.0 %, a discounted cash flow term of 10 years, and a discount rate ranging from 17.0 % to 20.0 % (Level 3).

The discount rate used for the fair values of the assets reflected the risk profile of the markets where the properties are located.

We lease hotel properties, land and equipment under operating and financing leases.

We are subject to ground leases on 12 of our consolidated properties as well as a lease for our corporate office.

Our leases expire, including options under lessor control, at various dates through 2083, with varying renewal options, and the majority expire before 2031.

We are subject to ground leases on nine of our consolidated properties as well as a lease for our corporate office.

Our leases expire at various dates through 2083, with varying renewal options, and the majority expire before the end of 2034.

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Our operating leases may require minimum rent payments, variable rent payments based on a percentage of revenue or income or rent payments equal to the greater of a minimum rent or variable rent.

6 unchanged sentences

Total operating lease liabilities $ 209

As of December 31, 2024 and 2023, the weighted average remaining operating lease term was 24.6 years and 26.0 years, respectively, and the weighted average discount rate used to determine the operating lease liabilities was 5.7 % as of both December 31, 2024 and 2023.

As of December 31, 2025 and 2024, the weighted average remaining operating lease term was 24.8 years and 24.6 years, respectively, and the weighted average discount rate used to determine the operating lease liabilities was 5.8 % and 5.7 % as of December 31, 2025 and 2024, respectively.

The components of rent expense, which are primarily included in other property expenses in our consolidated statements of operations, as well as supplemental cash flow and non-cash information for all operating leases were:

Year Ended December 31, 2024 Year Ended December 31, 2023 Year Ended December 31, 2022

Year Ended December 31,

2025 2024 2023

(in millions)

4 unchanged sentences

____________________________________________________________________________________

(1) For the year ended December 31, 2025, amount represents a decrease to our right-of-use assets and lease liability due to changes in lease terms and payments as well as discount rate upon lease remeasurements.

For the year ended December 31, 2024, amount represents an increase to our right-of-use assets and lease liability due to changes in lease term as well as discount rate upon lease remeasurements.

For the year ended December 31, 2022, amount represents a reduction to our right-of-use assets and lease liability due to a change in discount rate upon a lease remeasurement.

We have been organized and operated, and we expect to continue to be organized and operate in a manner to qualify as a REIT.

6 unchanged sentences

federal, state and local, and foreign income taxes (as applicable).

The components of our (benefit) provision for income taxes were:

Table of Content s

The components of our provision (benefit) for income taxes were:

Year Ended December 31,

7 unchanged sentences

Total deferred 4 ( 62 ) 14

Total (benefit) provision for income taxes $ ( 61 ) $ 38 $ —

Total provision (benefit) for income taxes:

Federal 6 ( 38 ) 9

State 1 ( 23 ) 29

Total provision (benefit) for income taxes $ 7 $ ( 61 ) $ 38

Reconciliations of our tax provision at the U.S.

statutory rate to the (benefit) provision for income taxes were:

statutory rate to the provision (benefit) for income taxes were:

Year Ended December 31,

2025 2024 2023

(in millions)

Amount Percent Amount Percent Amount Percent

(dollars in millions)

Statutory U.S.

federal income tax provision $ 35 $ 30 $ 36

federal income tax (benefit) provision $ ( 56 ) 21 % $ 35 21 % $ 30 21 %

State income taxes, net of U.S.

3 unchanged sentences

Derecognition and remeasurement of deferred taxes — — ( 14 ) ( 9 ) — —

(Benefit) provision for income taxes $ ( 61 ) $ 38 $ —

Other 3 ( 1 ) 2 2 2 2

Provision (benefit) for income taxes $ 7 ( 3 ) % $ ( 61 ) ( 37 ) % $ 38 26 %

Deferred income taxes represent the tax effect of the differences between the book and tax bases of assets and liabilities plus carryforward items.

3 unchanged sentences

Deferred income tax liabilities (2)

Net deferred tax asset (liability) $ 39 $ ( 23 )

Net deferred tax asset $ 35 $ 39

____________________________________________________________________________________

1 unchanged sentence

(2) Included within other liabilities in our consolidated balance sheets.

Table of Content s

The tax effects of the temporary differences and carryforwards that give rise to our net deferred tax balances were:

8 unchanged sentences

Deferred tax liabilities:

Property and equipment — ( 16 )

Investments ( 15 ) ( 13 )

Accrued compensation — ( 2 )

Other ( 3 ) ( 1 )

Deferred tax liabilities ( 18 ) ( 14 )

Net deferred tax asset (liability) $ 39 $ ( 23 )

Net deferred tax asset $ 35 $ 39

As of December 31, 2025, we had U.S.

2 unchanged sentences

state net operating loss carryforwards of approximately $ 439 million, certain of which will begin to expire in 2031.

Income taxes paid net of refunds received during the year ended December 31, 2025 were as follows:

Year Ended December 31,

(in millions)

State and local 2

Total income taxes paid $ 3

We paid $ 15 million and $ 7 million in income taxes during the years ended December 31, 2024, and 2023, respectively.

The cash distributions to stockholders in 2025, 2024 and 2023 are characterized, for U.S.

8 unchanged sentences

____________________________________________________________________________________

(1) For the year ended December 31, 2024, the ordinary dividends include qualified dividends of $ 0.292918 .

(1) For the years ended December 31, 2025 and 2024, the ordinary dividends include qualified dividends of $ 0.025164 and $ 0.292918 , respectively.

(2) Capital gain distribution disclosure pursuant to Treasury Regulation §1.1061-6(c).

3 unchanged sentences

(i) the “One Year Amounts” are $ 0.000000 per share, and (ii) the “Three Year Amounts” are $ 0.000000 per share, with respect to the 2025, 2024 and 2023 capital gain distributions.

Table of Content s

Share-Based Compensation

1 unchanged sentence

The 2017 Employee Plan provides that a maximum of 14,070,000 shares of our common stock may be issued, and as of December 31, 2025, 5,258,954 shares of common stock remain available for future issuance.

The 2017 Director Plan provides that a maximum of 950,000 shares of our common stock may be issued, and as of December 31, 2024, 143,583 shares of common stock remain available for future issuance.

An amendment and restatement of the 2017 Director Plan was approved by our stockholders in April 2025 to, among other changes, increase the number of shares available to be issued by 875,000 , from 950,000 to 1,825,000 .

As of December 31, 2025, 846,938 shares of common stock remain available for future issuance.

For the years ended December 31, 2025, 2024 and 2023, we recognized $ 19 million, $ 19 million and $ 18 million of share-based compensation expense, respectively.

26 unchanged sentences

The number of PSUs that may become vested ranges from zero to 200 % of the number of PSUs granted to an employee, based on the level of achievement of the foregoing performance measure.

Additionally, in November 2020, we granted special awards with vesting of these awards subject to the achievement of eight increasing levels of our average closing sales price per share, from $ 11.00 to $ 25.00 , over a consecutive 20 trading day period (“Share Price Target”).

One-eighth of PSUs vested at each date a Share Price Target was achieved, and at the end of the performance period in November 2024, six of the eight Share Price Targets were achieved (or 75 % of the awards granted were vested), while the remaining two Share Price Targets were not achieved and the associated PSUs were forfeited.

Table of Content s

The following table provides a summary of PSUs for the years ended December 31, 2025, 2024 and 2023:

8 unchanged sentences

Granted 592,132 17.75

Vested ( 337,283 ) 26.99

Forfeited ( 265,854 ) 7.78

17 unchanged sentences

(1) Estimated using a blended approach of historical and implied volatility.

Historical volatility is based on the historical movement of Park’s stock price for a period that corresponds to the expected terms of the PSUs.

Historical volatility is based on the historical movement of the Company’s stock price for a period that corresponds to the expected terms of the PSUs.

(2) Dividends are assumed to be reinvested in shares of our common stock and dividends will not be paid unless shares vest.

(3) Based on the yields of U.S.

Department of Treasury instruments with similar expected terms of the PSUs at the date of each grant.

Department of Treasury instruments with similar expected terms of the PSUs at the grant date of each award.

Table of Content s

Earnings Per Share

3 unchanged sentences

(in millions, except per share amounts)

Net income attributable to stockholders $ 212 $ 97 $ 162

Net (loss) income attributable to stockholders $ ( 283 ) $ 212 $ 97

Earnings attributable to participating securities — ( 1 ) ( 2 )

Net income attributable to stockholders, net of earnings allocated to participating securities $ 211 $ 95 $ 162

Net (loss) income attributable to stockholders, net of earnings allocated to participating securities $ ( 283 ) $ 211 $ 95

Weighted average shares outstanding – basic 199 207 214

1 unchanged sentence

Weighted average shares outstanding – diluted 199 209 215

Earnings per share – Basic (1)

(Loss) earnings per share – Basic (1)

$ ( 1.43 ) $ 1.02 $ 0.44

Earnings per share – Diluted (1)

(Loss) earnings per share – Diluted (1)

$ ( 1.43 ) $ 1.01 $ 0.44

10 unchanged sentences

Assuming all renewal periods are exercised by our hotel managers, the total term of our management agreements range from 5 to 70 years.

We also have franchise agreements for seven hotels.

We also have franchise agreements for five hotels.

The franchise agreements have an initial term of 10 to 20 years and cannot be extended without the franchisor’s consent.

2 unchanged sentences

Total marketing fees were $ 41 million, $ 45 million and $ 47 million for the years ended December 31, 2025, 2024 and 2023, respectively, and were included in other departmental and support expense in our consolidated statements of operations.

Table of Content s

Employee Cost Reimbursements

3 unchanged sentences

Business Segment Information

As of December 31, 2024, we have two operating segments, our consolidated hotels and unconsolidated hotels.

Our unconsolidated hotels operating segment does not meet the definition of a reportable segment, thus our consolidated hotels operating segment is our only reportable segment.

Our CODM, who is our chief executive officer, evaluates our consolidated hotels primarily based on hotel adjusted earnings (loss) before interest income and expense, taxes and depreciation and amortization (“EBITDA”) when deciding how to allocate resources, in making other day-to-day operating decisions and evaluating our operating performance against other companies within our industry.

Hotel Adjusted EBITDA, presented herein, is calculated as EBITDA from hotel operations, adjusted to exclude the following items that are not reflective of our ongoing operating performance or incurred in the normal course of business, and thus excluded from the CODM's analysis:

As a result of a shift in our business strategy during the quarter ended December 31, 2025, we now operate our business through three operating segments, our consolidated Core hotels, consolidated Non-Core hotels and unconsolidated hotels.

Only our consolidated Core hotels and consolidated Non-Core hotels are reportable segments.

Our CODM, who is our chief executive officer, evaluates our consolidated Core and Non-Core hotels primarily based on hotel adjusted earnings (loss) before interest income and expense, taxes and depreciation and amortization (“EBITDA”) when deciding how to allocate resources, in making other day-to-day operating decisions and evaluating our operating performance against other companies within our industry.

Hotel Adjusted EBITDA, presented herein, is calculated as EBITDA from hotel operations and does not include the following items that are not reflective of our ongoing operating performance or incurred in the normal course of business, and thus excluded from the CODM’s analysis:

• Gains or losses on sales of assets for both consolidated and unconsolidated investments;

4 unchanged sentences

• Other items that we believe are not representative of our current or future operating performance.

The following table presents our reportable segment revenues reconciled to our consolidated amounts, reportable segment expenses and Hotel Adjusted EBITDA reconciled to net income:

Table of Content s

The following tables present our reportable segment expenses, Hotel Adjusted EBITDA reconciled to net (loss) income and reportable segment revenues reconciled to our consolidated amounts.

Prior period amounts have been recast to reflect the change in our reportable segments:

Year Ended December 31,

2025 2024 2023

Total Core Hotels Non-Core Hotels Total Core Hotels Non-Core Hotels Total Core Hotels Non-Core Hotels

(in millions)

Total revenues $ 2,599 $ 2,698 $ 2,501

Other revenues ( 86 ) ( 85 ) ( 75 )

Rooms $ 1,505 $ 1,201 $ 304 $ 1,569 $ 1,219 $ 350 $ 1,653 $ 1,177 $ 476

Food and beverage 685 578 107 688 569 119 696 545 151

Ancillary hotel 259 227 32 256 221 35 264 220 44

Total segment revenues 2,449 2,006 443 2,513 2,009 504 2,613 1,942 671

4 unchanged sentences

Other property segment expenses (1)

202 152 50 210 152 58 217 142 75

Total segment expenses 1,805 1,420 385 1,830 1,406 424 1,927 1,350 577

11 unchanged sentences

Equity in earnings from investments in affiliates (2)

Income tax benefit (expense) 61 ( 38 ) —

Other (loss) gain, net ( 4 ) 4 96

Income tax (expense) benefit ( 7 ) 61 ( 38 )

Other gain (loss), net 16 ( 4 ) 4

Other items ( 14 ) ( 24 ) ( 25 )

Net income $ 226 $ 106 $ 173

Net (loss) income $ ( 277 ) $ 226 $ 106

____________________________________________________________________________________

1 unchanged sentence

(2) For the year ended December 31, 2024, includes a gain of $ 19 million on the sale of the Hilton La Jolla Torrey Pines.

The following table presents total assets for our consolidated hotels, reconciled to total assets:

Table of Content s

Year Ended December 31,

2025 2024 2023

Total Core Hotels Non-Core Hotels Total Core Hotels Non-Core Hotels Total Core Hotels Non-Core Hotels

(in millions)

Consolidated hotels $ 9,153 $ 9,406

Total revenues $ 2,541 $ 2,599 $ 2,698

Other revenues ( 92 ) ( 86 ) ( 85 )

Total segment revenues $ 2,449 $ 2,006 $ 443 $ 2,513 $ 2,009 $ 504 $ 2,613 $ 1,942 $ 671

The following table presents total assets for our consolidated Core and Non-Core hotels, reconciled to total assets:

(in millions)

Consolidated Core hotels $ 7,194 $ 7,324

Consolidated Non-Core hotels 461 1,801

All other 45 36

Total assets $ 7,700 $ 9,161

The following table presents total capital expenditures for property and equipment for our consolidated Core and Non-Core hotels, reconciled to total capital expenditures for property and equipment:

Year Ended December 31,

2025 2024 2023

(in millions)

Consolidated Core hotels $ 281 $ 208 $ 267

Consolidated Non-Core hotels 15 19 18

Total capital expenditures for property and equipment

$ 296 $ 227 $ 285

Commitments and Contingencies

As of December 31, 2024, we had outstanding commitments under third-party contracts of approximately $ 95 million for capital expenditures at our properties, of which $ 25 million relates to guestroom and lobby renovations at the Hilton Hawaiian Village Waikiki Beach Resort, $ 15 million relates to guestroom renovations at the Hilton New Orleans Riverside and $ 13 million relates to guestroom and lobby renovations at the Hilton Waikoloa Village.

As of December 31, 2025, we had outstanding commitments under third-party contracts of approximately $ 110 million for capital expenditures at our properties, of which $ 32 million relates to the transformative renovation at the Royal Palm, $ 18 million relates to guestroom, lobby, pool and exterior renovations at the Hilton Hawaiian Village Waikiki Beach Resort and $ 15 million relates to guestroom renovations at the Hilton New Orleans Riverside.

Our contracts contain clauses that allow us to cancel all or some portion of the work.

1 unchanged sentence

We are involved in litigation arising from the normal course of business, some of which includes claims for substantial sums, and may make certain indemnifications or guarantees to select buyers of our hotels as part of a sale process.

Currently, we are in active litigation with a ground lessor who alleges breach of a ground lease(s) related to the Hilton Salt Lake City Center, DoubleTree Hotel San Diego - Mission Valley and/or DoubleTree Hotel Durango and against whom we allege, among other things, breach of the same ground lease(s).

We are also involved in claims and litigation that is not in the ordinary course of business in connection with the spin-off from Hilton.

3 unchanged sentences

This amount could change as the litigation of the ATO’s claim progresses.

Table of Content s

Additionally, as of December 31, 2025, Hilton remains subject to U.S.

3 unchanged sentences

Interest paid during the years ended December 31, 2025, 2024 and 2023 was $ 212 million, $ 185 million and $ 215 million, respectively.

We paid $ 15 million, $ 7 million and $ 7 million in income taxes during the years ended December 31, 2024, 2023 and 2022, respectively.

Capital expenditures included within accounts payable and accrued expenses in our consolidated balance sheets were $ 29 million, $ 37 million and $ 37 million as of December 31, 2025, 2024 and 2023, respectively.

The following non-cash financing activity was excluded from the consolidated statements of cash flows:

During the year ended December 31, 2024:

• We declared $ 131 million of dividends that were unpaid and accrued as of December 31, 2024.

During the year ended December 31, 2023:

• We declared $ 355 million of dividends that were unpaid and accrued as of December 31, 2023.

During the year ended December 31, 2022:

• We declared $ 56 million of dividends that were unpaid and accrued as of December 31, 2022.

During the years ended December 31, 2025, 2024 and 2023, we declared $ 50 million, $ 131 million and $ 355 million, respectively, of dividends that were unpaid and accrued as of December 31, 2025, 2024 and 2023, respectively.

Subsequent Events

In January 2025, we repurchased 1.4 million shares of our common stock for a total purchase price of $ 20 million.

In January 2026, we sold the Hilton Checkers Los Angeles for gross proceeds of $ 12.5 million.

Park Hotels & Resorts Inc.

5 unchanged sentences

Improvements Furniture,

Equipment Costs

Equipment Costs Capitalized

Subsequent to

Acquisition Land Building &

Acquisition, net (1)

Land Building &

Improvements (2)

1 unchanged sentence

Depreciation Date of Construction Date Acquired (3)

Life Upon Which

Consolidated Core Hotels

Caribe Hilton $ — $ 38 $ 56 $ 7 $ 83 $ 41 $ 111 $ 32 $ 184 $ ( 69 ) 1949 10/24/2007 3 - 40 years

DoubleTree Hotel Durango — — — 2 6 — 2 6 8 ( 6 ) 1985 10/24/2007 3 - 40 years

DoubleTree Hotel Ontario Airport 30 14 58 3 21 13 64 19 96 ( 45 ) 1974 10/24/2007 3 - 40 years

DoubleTree Hotel San Diego – Mission Valley

— — — 2 18 — 10 10 20 ( 15 ) 1989 10/24/2007 3 - 40 years

DoubleTree Hotel San Jose — 15 67 5 25 15 82 15 112 ( 48 ) 1980 10/24/2007 3 - 40 years

DoubleTree Hotel Seattle Airport — — — 11 ( 3 ) 1 5 2 8 — 1969 10/24/2007 3 - 40 years

DoubleTree Hotel Sonoma Wine Country — — — 4 12 — 6 10 16 ( 12 ) 1977 10/24/2007 3 - 40 years

Embassy Suites Austin Downtown South Congress — — 45 2 19 — 58 8 66 ( 45 ) 1983 10/24/2007 3 - 40 years

Hilton Boston Logan Airport — — 108 6 33 — 131 16 147 ( 71 ) 1999 10/24/2007 3 - 40 years

3 unchanged sentences

Hilton New Orleans Riverside — 89 217 3 148 90 306 61 457 ( 153 ) 1977 10/24/2007 3 - 40 years

Hilton Salt Lake City Center — — — 10 21 — 9 22 31 ( 25 ) 2002 10/24/2007 3 - 40 years

Hilton Santa Barbara Beachfront Resort 153 71 50 2 63 73 85 28 186 ( 53 ) 1986 10/24/2007 3 - 40 years

Hilton Seattle Airport & Conference Center — — 70 3 17 — 81 9 90 ( 46 ) 1961 10/24/2007 3 - 40 years

Hilton Short Hills — 59 54 3 ( 91 ) 13 10 2 25 ( 3 ) 1988 10/24/2007 3 - 40 years

Hilton Waikoloa Village — 160 340 25 ( 4 ) 112 346 63 521 ( 179 ) 1988 10/24/2007 3 - 40 years

1 unchanged sentence

DoubleTree Hotel Washington DC – Crystal City — 43 95 2 51 43 129 19 191 ( 79 ) 1982 12/14/2007 3 - 40 years

Hilton Orlando Lake Buena Vista — — 137 10 41 — 156 32 188 ( 85 ) 1983 8/30/2010 3 - 40 years

Embassy Suites Kansas City – Plaza — — 26 1 5 — 29 3 32 ( 27 ) 1973 7/25/2014 3 - 40 years

Signia by Hilton Orlando Bonnet Creek — 15 377 31 134 30 467 60 557 ( 152 ) 2009 2/12/2015 3 - 40 years

3 unchanged sentences

Juniper Hotel Cupertino, Curio Collection — 40 64 8 2 40 65 9 114 ( 25 ) 1973 6/2/2015 3 - 40 years

Boston Marriott Newton — 24 74 15 3 24 76 16 116 ( 25 ) 1969 9/18/2019 3 - 40 years

Hilton Denver City Center 51 14 163 21 5 14 165 24 203 ( 47 ) 1982 9/18/2019 3 - 40 years

Hyatt Regency Boston 121 — 177 14 4 — 180 15 195 ( 42 ) 1985 9/18/2019 3 - 40 years

Hyatt Regency Mission Bay Spa and Marina — 5 118 15 9 7 121 19 147 ( 39 ) 1961 9/18/2019 3 - 40 years

JW Marriott San Francisco Union Square — — 191 13 9 — 199 14 213 ( 44 ) 1987 9/18/2019 3 - 40 years

Royal Palm South Beach Miami, a Tribute Portfolio Resort

— 16 139 12 4 15 154 2 171 ( 13 ) 1926 9/18/2019 3 - 40 years

Total Consolidated Core Hotels 1,600 2,886 4,274 245 1,614 2,861 5,336 822 9,019 ( 2,430 )

Park Hotels & Resorts Inc.

5 unchanged sentences

Improvements Furniture,

Equipment Costs

Equipment Costs Capitalized

Subsequent to

Acquisition Land Building &

Acquisition, net (1)

Land Building &

Improvements (2)

1 unchanged sentence

Depreciation Date of Construction Date Acquired (3)

Hilton Checkers Los Angeles $ — $ 19 $ 44 $ 7 $ 3 $ 19 $ 46 $ 8 $ 73 $ ( 11 ) 1927 9/18/2019 3 - 40 years

Hilton Denver City Center 53 14 163 21 4 14 165 23 202 ( 40 ) 1982 9/18/2019 3 - 40 years

Hyatt Centric Fisherman’s Wharf — 33 122 11 7 33 126 14 173 ( 28 ) 1990 9/18/2019 3 - 40 years

Hyatt Regency Boston 125 — 177 14 4 — 180 15 195 ( 37 ) 1985 9/18/2019 3 - 40 years

Hyatt Regency Mission Bay Spa and Marina — 5 118 15 7 6 121 18 145 ( 33 ) 1961 9/18/2019 3 - 40 years

JW Marriott San Francisco Union Square — — 191 13 7 — 198 13 211 ( 37 ) 1987 9/18/2019 3 - 40 years

Royal Palm South Beach Miami, a Tribute

Portfolio Resort — 16 139 12 15 16 150 16 182 ( 32 ) 1926 9/18/2019 3 - 40 years

Life Upon Which

Consolidated Non-Core Hotels

DoubleTree Hotel Durango — — — 2 6 — 2 6 8 ( 6 ) 1985 10/24/2007 3 - 40 years

DoubleTree Hotel Ontario Airport 30 14 58 3 20 13 64 18 95 ( 46 ) 1974 10/24/2007 3 - 40 years

DoubleTree Hotel San Diego – Mission Valley — — — 2 18 — 10 10 20 ( 16 ) 1989 10/24/2007 3 - 40 years

DoubleTree Hotel San Jose — 15 67 5 ( 59 ) 7 20 1 28 — 1980 10/24/2007 3 - 40 years

Embassy Suites Austin Downtown South Congress — — 45 2 ( 40 ) — 7 — 7 — 1983 10/24/2007 3 - 40 years

Hilton Salt Lake City Center — — — 10 22 — 9 23 32 ( 26 ) 2002 10/24/2007 3 - 40 years

Hilton Seattle Airport & Conference Center — — 70 3 ( 43 ) — 29 1 30 — 1961 10/24/2007 3 - 40 years

Hilton Orlando Lake Buena Vista — — 137 10 42 — 157 32 189 ( 91 ) 1983 8/30/2010 3 - 40 years

Boston Marriott Newton — 24 74 15 ( 53 ) 15 44 1 60 — 1969 9/18/2019 3 - 40 years

Hilton Checkers Los Angeles (4)

— 19 44 7 ( 58 ) 4 8 — 12 — 1927 9/18/2019 3 - 40 years

The Midland Hotel, a Tribute Portfolio Hotel (5)

1 unchanged sentence

— 22 58 8 ( 57 ) 9 21 1 31 — 1965 9/18/2019 3 - 40 years

Total $ 1,639 $ 3,092 $ 5,105 $ 356 $ 1,613 $ 3,018 $ 6,139 $ 1,009 $ 10,166 $ ( 2,771 )

Total Consolidated Non-Core Hotels 30 114 629 81 ( 275 ) 57 398 94 549 ( 185 )

Total Consolidated Core and Non-Core Hotels $ 1,630 $ 3,000 $ 4,903 $ 326 $ 1,339 $ 2,918 $ 5,734 $ 916 $ 9,568 $ ( 2,615 )

___________________________________________________________________________________

(1) Subsequent costs capitalized are net of impairment expense.

(2) Includes amounts classified as construction-in-progress.

1 unchanged sentence

following the completion of the Blackstone Merger.

(4) In January 2026, we sold the Hilton Checkers Los Angeles.

(5) In January 2025, the W Chicago – City Center was converted to The Midland Hotel, a Tribute Portfolio Hotel.

12 unchanged sentences

Deductions during period:

Transfers to assets held for sale ( 13 ) — —

Dispositions, including casualty losses and impairment loss on planned dispositions ( 873 ) ( 136 ) ( 199 )

4 unchanged sentences

(1) For the year ended December 31, 2023, represents the derecognition of the Hilton San Francisco Hotels from our consolidated balance sheet in October 2023, when the receiver took control of the hotels.

The Hilton San Francisco Hotels were sold by the court-appointed receiver on November 21, 2025.

(B) The change in accumulated depreciation for the fiscal years ended December 31, 2025, 2024 and 2023 is as follows:

11 unchanged sentences

The Hilton San Francisco Hotels were sold by the court-appointed receiver on November 21, 2025.

2 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 8. Financial Statements and Supplementary Data