Item 5. Market for Registrant’s Common Equity
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.
Market Information
Our common stock trades on the NYSE under the symbol “PK”.
Shareholder Information
At February 13, 2026, we had 16 holders of record of our common stock. However, because our common stock is held by brokers and other institutions on behalf of stockholders, we believe there are substantially more beneficial holders of our common stock than record holders.
In order to comply with certain requirements related to our qualification as a REIT, subject to certain exceptions, our amended and restated certificate of incorporation provides that no person may own, or be deemed to own by virtue of the attribution provisions of the Code, more than 9.8% (in value or by number of shares, whichever is more restrictive) of our outstanding common stock or more than 9.8% (in value or by number of shares, whichever is more restrictive) of any outstanding class or series of our preferred stock.
Distribution Information
In order to maintain our qualification for taxation as a REIT, we are required to distribute annually at least 90% of our REIT taxable income, determined without regard to the deduction for dividends paid and excluding any net capital gain, to our stockholders on an annual basis. Therefore, as a general matter, we intend to make distributions of all, or substantially all, of our REIT taxable income (including net capital gains) to our stockholders, and as a result, we will generally not be required to pay tax on our income.
Our future distributions will be at the sole discretion of our Board. When determining the amount of future distributions, we expect that our Board will consider, among other factors, (1) the amount required to be distributed to maintain our status as a REIT, (2) any limitations on our ability to make distributions contained in the indentures for our senior notes and credit facility, (3) the amount of cash generated from our operating activities, (4) our expectations of future cash flows, (5) our determination of near-term cash needs for debt repayments, existing or future share repurchases, and selective acquisitions of new properties, (6) the timing of significant capital investments and expenditures and the establishment of any cash reserves, (7) our ability to continue to access additional sources of capital, and (8) the sufficiency of legally available assets.
33
Table of Content s
Share Performance Graph
The following graph compares our cumulative total stockholder return since December 31, 2020 against the cumulative total returns of the National Association of Real Estate Investment Trust (“Nareit”) Equity Index and the Standard and Poor’s MidCap 400 Index (“S&P 400 Index”). The graph assumes an initial investment of $100 in our common stock and each of the indexes on December 31, 2020, and that all dividends and other distributions were reinvested.
12/31/2020 12/31/2021 12/31/2022 12/31/2023 12/31/2024 12/31/2025
Park Hotels and Resorts Inc. $ 100.00 $ 110.09 $ 68.89 $ 94.52 $ 101.00 $ 84.35
S&P 400 Index 100.00 123.21 105.37 120.59 135.30 143.29
Nareit Equity Index 100.00 143.24 108.34 123.21 133.97 137.83
This performance graph shall not be deemed “filed” for the purposes of Section 18 of the Exchange Act, or incorporated by reference into any filing by us under the Securities Act, except as shall be expressly set forth by specific reference in such filing.
Unregistered Sales of Equity Securities and Use of Proceeds
We did not sell any equity securities during the fiscal year ended December 31, 2025 that were not registered under the Securities Act of 1933, as amended.
34
Table of Content s
Purchases of Equity Securities by the Issuer and Affiliate Purchasers
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 (3)
(in millions)
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
October 1, 2025 through October 31, 2025 2,918 $ 11.09 — $ 275
November 1, 2025 through November 30, 2025 150 $ 9.97 — $ 275
December 1, 2025 through December 31, 2025 — $ — — $ 275
Total 3,698,721 3,515,275
____________________________________________________________________________________
(1) The number of shares purchased represents shares of common stock repurchased under the applicable previously announced stock repurchase programs as well as 183,446 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.
(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.
Stock Repurchase Program
In February 2025, our Board terminated a previous $300 million stock repurchase program that was approved in February 2023 (the “February 2023 Stock Repurchase Program”) and authorized and approved a new stock repurchase program allowing us to repurchase up to $300 million of our common stock over a two-year period ending in February 2027 (the “February 2025 Stock Repurchase Program”), subject to any applicable limitations or restrictions set forth in our credit facility and indentures related to our senior notes. Stock repurchases may be made through open market purchases, including through Rule 10b5-1 trading programs, in privately negotiated transactions, or in such other manner that would comply with applicable securities laws. The timing of any future stock repurchases and the number of shares to be repurchased will depend upon prevailing market conditions and other factors, and we may suspend the repurchase program at any time. During the year ended December 31, 2025, we repurchased 3.5 million shares of our common stock, including 1.4 million shares under the February 2023 Stock Repurchase Program and 2.1 million shares under the February 2025 Stock Repurchase Program, for a total purchase price of $45 million. As of December 31, 2025, $275 million remained available for stock repurchases under the February 2025 Stock Repurchase Program.
Item 6. [Reserved]
35
Table of Content s