What changed in this filing

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Item 1. Financial Statements

2026-05-01 compared with 2025-11-03 · 120 added, 199 removed, 312 unchanged (51% of the section changed)

3 unchanged sentences

(in millions, except share and per share data)

September 30, 2025 December 31, 2024

March 31, 2026 December 31, 2025

Property and equipment, net $ 6,976 $ 6,955

Contract asset 868 820

Assets held for sale, net — 14

Intangibles, net 41 41

9 unchanged sentences

Debt $ 3,838 $ 3,838

Debt associated with hotels in receivership 725 725

Accrued interest associated with hotels in receivership 143 95

Accounts payable and accrued expenses 225 198

6 unchanged sentences

Stockholders’ Equity

Common stock, par value $ 0.01 per share, 6,000,000,000 shares authorized, 200,945,761 shares issued and 199,911,257 shares outstanding as of September 30, 2025 and 203,407,320 shares issued and 202,553,194 shares outstanding as of December 31, 2024

Common stock, par value $ 0.01 per share, 6,000,000,000 shares authorized, 202,511,845 shares issued and 201,249,407 shares outstanding as of March 31, 2026 and 200,938,658 shares issued and 199,901,086 shares outstanding as of December 31, 2025

Additional paid-in capital 4,023 4,031

10 unchanged sentences

Three Months Ended

September 30, Nine Months Ended

September 30,

2025 2024 2025 2024

Rooms $ 356 $ 363

1 unchanged sentence

Ancillary hotel 60 63

Other 23 21 68 64

Total revenues 622 630

Operating expenses

Rooms 106 107 311 314

Food and beverage 122 123

2 unchanged sentences

Management fees 30 30

Impairment and casualty loss — — 70 13

Impairment 5 70

Depreciation and amortization 64 69

Corporate general and administrative 18 18

Other 23 21 67 62

Total expenses 559 639

Gain on sale of assets, net — — 1 —

Loss on sale of assets, net ( 1 ) —

Gain on derecognition of assets — 16

4 unchanged sentences

Equity in earnings from investments in affiliates 1 —

Other (loss) gain, net ( 1 ) ( 1 ) — ( 4 )

(Loss) income before income taxes ( 8 ) 59 ( 65 ) 144

Income tax (expense) benefit ( 6 ) ( 2 ) ( 8 ) 9

Net (loss) income ( 14 ) 57 ( 73 ) 153

Other gain, net — 2

Income (loss) before income taxes 13 ( 56 )

Income tax expense ( 1 ) ( 1 )

Net income (loss) 12 ( 57 )

Net income attributable to noncontrolling interests ( 1 ) —

Net (loss) income attributable to stockholders $ ( 16 ) $ 54 $ ( 78 ) $ 146

(Loss) earnings per share:

(Loss) earnings per share – Basic $ ( 0.08 ) $ 0.26 $ ( 0.40 ) $ 0.70

(Loss) earnings per share – Diluted $ ( 0.08 ) $ 0.26 $ ( 0.40 ) $ 0.69

Net income (loss) attributable to stockholders $ 11 $ ( 57 )

Earnings (loss) per share:

Earnings (loss) per share – Basic $ 0.05 $ ( 0.29 )

Earnings (loss) per share – Diluted $ 0.05 $ ( 0.29 )

Weighted average shares outstanding – Basic 199 200

5 unchanged sentences

(unaudited, in millions)

Nine Months Ended

September 30,

Three Months Ended

Operating Activities:

Net (loss) income $ ( 73 ) $ 153

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

Net income (loss) $ 12 $ ( 57 )

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

Depreciation and amortization 64 69

Gain on sales of assets, net ( 1 ) —

Loss on sale of assets, net 1 —

Gain on derecognition of assets — ( 16 )

Impairment loss 70 12

Impairment 5 70

Equity in earnings from investments in affiliates ( 1 ) —

Other loss, net 2 3

Share-based compensation expense 4 4

1 unchanged sentence

Distributions from unconsolidated affiliates 1 —

Deferred income taxes 4 ( 13 )

Changes in operating assets and liabilities ( 30 ) 13

3 unchanged sentences

Proceeds from asset dispositions, net 11 —

Distributions from unconsolidated affiliates — 33

Contributions to unconsolidated affiliates — ( 3 )

Net cash used in investing activities ( 72 ) ( 77 )

Financing Activities:

Proceeds from issuance of Senior Notes — 550

Repurchase or redemption of Senior Notes — ( 650 )

Borrowings from credit facilities — 200

Repayments of mortgage debt ( 2 ) ( 2 )

Debt issuance costs ( 16 ) ( 11 )

Dividends paid ( 50 ) ( 131 )

Distributions to noncontrolling interests, net ( 10 ) ( 6 )

Distributions to noncontrolling interests ( 1 ) ( 7 )

Tax withholdings on share-based compensation ( 8 ) ( 4 )

19 unchanged sentences

Share-based compensation, net 1 — ( 8 ) 4 — ( 4 )

Net loss — — — ( 57 ) — ( 57 )

Net income — — — 11 1 12

Dividends and dividend equivalents (1)

1 unchanged sentence

Distributions to noncontrolling interests — — — — ( 1 ) ( 1 )

Repurchase of common stock ( 4 ) — ( 45 ) — — ( 45 )

Balance as of March 31, 2026 201 $ 2 $ 4,023 $ ( 937 ) $ ( 55 ) $ 3,033

Share-based compensation, net — — 5 — — 5

Net (loss) income — — — ( 5 ) 3 ( 2 )

Dividends and dividend equivalents (1)

— — — ( 50 ) — ( 50 )

Distributions to noncontrolling interests — — — — ( 1 ) ( 1 )

Balance as of June 30, 2025 200 2 4,022 ( 580 ) ( 56 ) 3,388

Share-based compensation, net — — 5 — — 5

Net (loss) income — — — ( 16 ) 2 ( 14 )

Dividends and dividend equivalents (1)

— — — ( 51 ) — ( 51 )

Distributions to noncontrolling interests — — — — ( 2 ) ( 2 )

Balance as of September 30, 2025 200 $ 2 $ 4,027 $ ( 647 ) $ ( 56 ) $ 3,326

Common Stock Additional

4 unchanged sentences

Share-based compensation, net 1 — ( 1 ) 1 — —

Net income — — — 28 1 29

Dividends and dividend equivalents (1)

— — — ( 53 ) — ( 53 )

Distributions to noncontrolling interests — — — — ( 2 ) ( 2 )

Balance as of March 31, 2024 211 2 4,154 ( 367 ) ( 47 ) 3,742

Share-based compensation, net — — 4 — — 4

Net income — — — 64 3 67

Dividends and dividend equivalents (1)

— — — ( 52 ) — ( 52 )

Repurchase of common stock ( 2 ) — ( 25 ) — — ( 25 )

Balance as of June 30, 2024 209 2 4,133 ( 355 ) ( 44 ) 3,736

Share-based compensation, net — — 5 — — 5

Net income — — — 54 3 57

Net loss — — — ( 57 ) — ( 57 )

Dividends and dividend equivalents (1)

2 unchanged sentences

Repurchase of common stock ( 4 ) — ( 45 ) — — ( 45 )

Balance as of September 30, 2024 206 $ 2 $ 4,103 $ ( 353 ) $ ( 45 ) $ 3,707

Balance as of March 31, 2025 200 $ 2 $ 4,017 $ ( 525 ) $ ( 58 ) $ 3,436

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(1) Dividends declared per common share were $ 0.25 for each of the three months ended March 31, 2025, June 30, 2025, September 30, 2025, March 31, 2024, June 30, 2024 and September 30, 2024.

(1) Dividends declared per common share were $ 0.25 for both the three months ended March 31, 2026 and 2025.

Refer to the notes to the unaudited condensed consolidated financial statements.

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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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We may, in the future, issue interests in (or from) our Operating Company in connection with acquiring hotels, financings, issuance of equity compensation or other purposes.

Our strategic focus is on our “Core” portfolio, which includes 20 of our consolidated hotels and one unconsolidated joint venture and consists primarily of hotels and resorts that cater to both group and leisure demand.

Our remaining hotels are considered “Non-Core.” As of March 31, 2026, our remaining Non-Core portfolio included 12 consolidated hotels and one unconsolidated joint venture, all of which the Company intends to divest from its portfolio .

Basis of Presentation and Summary of Significant Accounting Policies

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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 on a prospective basis when the requirements become effective for the year-ended December 31, 2025.

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 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.

1 unchanged sentence

We are currently evaluating the effect that ASU 2024-03 will have on our consolidated financial statements.

In September 2025, the FASB issued ASU No.

2025-06 (“ASU 2025-06”), Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40) , which better aligns software cost accounting with how software is generally developed.

Although early adoption is permitted, we expect to adopt ASU 2025-06 when it becomes effective January 1, 2028 on either a prospective or modified transition approach, which considers the status of software projects that are in progress.

We are currently evaluating the effect that ASU 2025-06 will have on our consolidated financial statements.

In May 2025, we sold the Hyatt Centric Fisherman’s Wharf for gross proceeds of $ 80 million.

We recognized a net gain of approximately $ 1 million, which is included in gain on sale of assets, net in our condensed consolidated statements of operations.

In addition, we previously recognized an impairment loss for the Hyatt Centric Fisherman’s Wharf, refer to Note 7:

“Fair Value Measurements” for additional information.

Additionally, in September 2025, we permanently closed the Embassy Suites Kansas City Plaza and terminated its ground lease, returning the property to the ground lessor.

In July 2024, the unconsolidated joint venture that owned and operated the Hilton La Jolla Torrey Pines sold the hotel for gross proceeds of approximately $ 165 million, and our pro-rata share of the gross proceeds was approximately $ 41 million, which was reduced by our portion of debt of approximately $ 17 million.

We recognized a gain of approximately $ 19 million, which is included in equity in earnings from investments in affiliates in our condensed consolidated statements of operations.

Additionally, in August 2024, we permanently closed the Hilton Oakland Airport and terminated its ground lease, returning the property to the ground lessor.

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In January 2026, we sold the Hilton Checkers Los Angeles for gross proceeds of approximately $ 13 million.

We recognized a net loss of approximately $ 1 million, which is included in loss on sale of assets, net in our condensed consolidated statements of operations.

Property and Equipment

Property and equipment were:

September 30, 2025 December 31, 2024

March 31, 2026 December 31, 2025 (1)

(in millions)

5 unchanged sentences

$ 6,976 $ 6,955

Depreciation of property and equipment was $ 77 million and $ 63 million during the three months ended September 30, 2025 and 2024, respectively, and $ 268 million and $ 191 million for the nine months ended September 30, 2025 and 2024, respectively.

Depreciation expense for the three and nine months ended September 30, 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, which began in May 2025.

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(1) Excludes $ 13 million of property and equipment, net, classified as held for sale as of December 31, 2025, which has been reclassified to held and used as of March 31, 2026, as a result of the hotel no longer being under contract.

Depreciation of property and equipment was $ 64 million and $ 69 million during the three months ended March 31, 2026 and 2025, respectively.

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

5 unchanged sentences

Our condensed consolidated balance sheets include the following assets and liabilities of these entities:

September 30, 2025 December 31, 2024

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March 31, 2026 December 31, 2025

(in millions)

4 unchanged sentences

Prepaid expenses 2 3

Other assets 1 —

Accounts payable and accrued expenses 10 9

1 unchanged sentence

Other liabilities 4 4

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(1) As of March 31, 2026 and December 31, 2025, includes $ 7 million of cash held in a VIE related to a hotel sold in December 2024, which has not yet been distributed.

Unconsolidated Entities

Three of our hotels are owned by unconsolidated joint ventures in which we hold an interest.

These hotels are accounted for using the equity method and had total debt of approximately $ 684 million and $ 685 million as of September 30, 2025 and December 31, 2024, respectively.

Two of our hotels are owned by unconsolidated joint ventures in which we hold an interest.

These hotels are accounted for using the equity method and had total debt of approximately $ 575 million and $ 573 million as of March 31, 2026 and December 31, 2025, 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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Debt balances and associated interest rates as of September 30, 2025 were:

Debt balances and associated interest rates as of March 31, 2026 were:

Principal balance as of

Interest Rate

at September 30, 2025 Maturity Date September 30, 2025 December 31, 2024

at March 31, 2026 Maturity Date March 31, 2026 December 31, 2025

(in millions)

26 unchanged sentences

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

As of September 30, 2025, we had not received notice from the lender.

As of March 31, 2026, we had not received notice from the lender.

(3) Our senior unsecured 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 September 30, 2025, we had $ 1 billion of available capacity under our Revolver and no outstanding letters of credit.

(4) As of September 30, 2025, our all-in interest rate for the $ 200 million senior unsecured term loan (“2024 Term Loan”) was 6.09 %.

(5) 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 $ 725 million of senior notes due 2028 (“2028 Senior Notes”) in September 2020, an aggregate of $ 750 million of senior notes due 2029 (“2029 Senior Notes”) in May 2021 and an aggregate of $ 550 million of senior notes due 2030 (“2030 Senior Notes”) in May 2024.

Credit Facilities

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”) which provides for an increase in the aggregate commitments for the 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 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 of March 31, 2026, we had $ 1 billion of available capacity under our Revolver and no outstanding letters of credit.

In April 2026, we drew $ 50 million under the Revolver.

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as well as a 0.25 % ticking fee on the undrawn portion of the 2025 Delayed Draw Term Loan.

As of September 30, 2025, 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.

During the three and nine months ended September 30, 2025, we capitalized $ 8 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.

(4) Our $ 200 million senior unsecured term loan (“2024 Term Loan”) was incurred in May 2024.

As of March 31, 2026, our all-in interest rate was 5.88 %.

(5) Our $ 800 million senior unsecured delayed draw term loan facility (“2025 Delayed Draw Term Loan”) was incurred in September 2025.

As of March 31, 2026, there were no borrowings outstanding.

(6) Our Operating Company, PK Domestic Property LLC, an indirect subsidiary of the Company, and PK Finance Co-Issuer Inc.

issued an aggregate of $ 725 million of senior notes due 2028 (“2028 Senior Notes”) in September 2020, an aggregate of $ 750 million of senior notes due 2029 (“2029 Senior Notes”) in May 2021 and an aggregate of $ 550 million of senior notes due 2030 (“2030 Senior Notes”) in May 2024.

Debt Maturities

The contractual maturities of our debt, excluding debt associated with hotels in receivership, and assuming the exercise of all extensions that are exercisable solely at our option, as of September 30, 2025 were:

The contractual maturities of our debt, assuming the exercise of all extensions that are exercisable solely at our option, as of March 31, 2026 were:

Year (in millions)

Thereafter 550

Debt Associated with Hotels in Receivership

In June 2023, we ceased making debt service payments towards the $ 725 million non-recourse CMBS loan (“SF Mortgage Loan”) secured by two of our San Francisco hotels – 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”).

The SF Mortgage Loan 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 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.

We derecognized the Hilton San Francisco Hotels from our consolidated balance sheet in October 2023 when the receiver took control of the hotels.

During the three and nine months ended September 30, 2025, we recognized a gain of $ 16 million and $ 48 million, respectively, and during the three and nine months ended September 30, 2024, we recognized a gain of $ 15 million and $ 44 million, respectively, which are included in gain on derecognition of assets in our condensed consolidated statements of operations.

The gain represents the accrued interest expense associated with the default of the SF Mortgage Loan, which results in a corresponding increase of the contract asset on our condensed 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 September 30, 2025 and December 31, 2024, the contract asset on our condensed consolidated balance sheets was $ 868 million and $ 820 million, respectively.

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

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Fair Value Measurements

2 unchanged sentences

The fair value of our debt and the hierarchy level we used to estimate fair values are shown below:

September 30, 2025 December 31, 2024

March 31, 2026 December 31, 2025

Level Carrying

8 unchanged sentences

2030 Senior Notes 1 550 558 550 564

The fair value of the SF Mortgage Loan, with a carrying value of $ 725 million as of both September 30, 2025 and December 31, 2024 and categorized as Level 3 of the fair value hierarchy, was $ 718 million as of both September 30, 2025 and December 31, 2024.

Refer to Note 6:

“Debt” for additional information.

During the nine months ended September 30, 2025, we recognized an impairment loss of approximately $ 70 million related to the Hyatt Centric Fisherman’s Wharf, which was sold in May 2025, due to a change in our intent to hold the hotel and our inability to recover the carrying value of the asset.

During the nine months ended September 30, 2024, we recognized an impairment loss 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.

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

September 30, 2025 (1)

September 30, 2024 (2)

Fair Value Impairment Loss Fair Value Impairment Loss

During the three months ended March 31, 2026, we recognized an impairment loss of approximately $ 5 million related to the Hilton Seattle Airport & Conference Center, which was subsequently sold in April 2026, as the gross proceeds of $ 18 million were less than the net book value of the hotel.

During the three months ended March 31, 2025, we recognized an impairment loss of approximately $ 70 million related to the Hyatt Centric Fisherman’s Wharf, which was sold in May 2025, as the gross proceeds were less than the net book value of the hotel.

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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:

(in millions)

Property and equipment

Level 2 $ 18 $ —

Total $ 18 $ 74

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(1) We estimated the fair value of the asset based on a contracted sales price (Level 2).

(2) We estimated the fair value of the asset using a discounted cash flow analysis, with an estimated stabilized growth rate of 3.0 %, a discounted cash flow term of 10 years, terminal capitalization rate of 7.3 % and a discount rate of 10.0 % (Level 3).

The discount and terminal capitalization rates used for the fair value of the asset reflect the risk profile of the market where the property is located.

(2) We estimated the fair value of the assets 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 % (Level 3).

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

We are a REIT for U.S.

federal income tax purposes.

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

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

To the extent we continue to remain qualified as a REIT, we generally will not be subject to U.S.

federal (and state) income tax on taxable income generated by our REIT activities that we distribute annually to our stockholders.

Accordingly, no provision for U.S.

federal income taxes has been included in our accompanying condensed consolidated financial statements for the three or nine months ended September 30, 2025 and 2024 related to our REIT activities.

Our taxable REIT subsidiaries (“TRSs”) are generally subject to U.S.

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

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During the three and nine months ended September 30, 2025, we recognized income tax expense of $ 6 million and $ 8 million respectively, which was primarily related to taxable income from our TRSs.

During the three months ended September 30, 2024, we recognized income tax expense of $ 2 million, which was primarily related to taxable income from our TRSs.

During the nine months ended September 30, 2024, we recognized an income tax benefit of $ 9 million, which was primarily associated with the effective exit from the Hilton San Francisco Hotels and the reversal of $ 14 million of tax expense that is no longer expected to be incurred.

Share-Based Compensation

We issue equity-based awards to our employees pursuant to the 2017 Omnibus Incentive Plan (the “2017 Employee Plan”) and our non-employee directors pursuant to the 2017 Stock Plan for Non-Employee Directors (the “2017 Director Plan”), both of which are amended and restated from time to time.

The 2017 Employee Plan provides that a maximum of 14,070,000 shares of our common stock may be issued, and as of September 30, 2025, 5,243,921 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 September 30, 2025, 857,428 shares of common stock remain available for future issuance.

For both the three months ended September 30, 2025 and 2024, we recognized $ 5 million of share-based compensation expense and $ 14 million for both the nine months ended September 30, 2025 and 2024.

As of September 30, 2025, unrecognized compensation expense was $ 23 million, which is expected to be recognized over a weighted-average period of 1.5 years.

The total fair value of shares vested (calculated as the number of shares multiplied by the vesting date share price) for the nine months ended September 30, 2025 and 2024 was $ 12 million and $ 14 million, respectively.

The 2017 Employee Plan provides that a maximum of 14,070,000 shares of our common stock may be issued, and as of March 31, 2026, 2,928,548 shares of common stock remain available for future issuance.

The 2017 Director Plan provides that a maximum of 1,825,000 shares of our common stock may be issued, and as of March 31, 2026, 836,399 shares of common stock remain available for future issuance.

For both the three months ended March 31, 2026 and 2025, we recognized $ 4 million of share-based compensation expense.

As of March 31, 2026, unrecognized compensation expense was $ 33 million, which is expected to be recognized over a weighted-average period of 1.9 years.

The total fair value of shares vested (calculated as the number of shares multiplied by the vesting date share price) for the three months ended March 31, 2026 and 2025 was $ 20 million and $ 11 million, respectively.

Stock awards generally vest in annual installments between one and three years from each grant date.

The following table provides a summary of stock awards for the nine months ended September 30, 2025:

The following table provides a summary of stock awards for the three months ended March 31, 2026:

Number of Shares Weighted-Average

3 unchanged sentences

Forfeited ( 34,518 ) 12.49

Unvested at September 30, 2025 1,280,403 $ 13.47

Unvested at March 31, 2026 1,587,904 $ 12.11

Performance Stock Units

Performance Stock Units (“PSUs”) generally vest at the end of a three-year performance period and are subject to the achievement of a market condition based on a measure of our total shareholder return relative to the total shareholder return of the companies that comprise the FTSE Nareit Lodging Resorts Index (that have a market capitalization in excess of $ 1 billion as of the first day of the applicable performance period).

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.

The following table provides a summary of PSUs for the nine months ended September 30, 2025:

Performance Stock Units (“PSUs”) generally vest at the end of a three-year performance period.

All PSUs granted prior to 2026 are subject to the achievement of a market condition based on a measure of our total shareholder return (“TSR metric”) relative to the total shareholder return of the companies that comprise the FTSE Nareit Lodging Resorts Index (that have a market capitalization in excess of $ 1 billion as of the first day of the applicable performance period) (the “Peer Companies”).

Beginning in 2026, 75 % of PSUs granted continue to be subject to the foregoing TSR metric, while the remaining 25 % of PSUs are subject to the achievement of a performance condition based on our growth in revenue per available room (“RevPAR”) relative to RevPAR growth of the Peer Companies (“RevPAR metric”) .

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 market and performance conditions.

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The following table provides a summary of PSUs for the three months ended March 31, 2026:

Number of Shares Weighted-Average

3 unchanged sentences

Forfeited ( 6,685 ) 13.86

Unvested at September 30, 2025 1,881,287 $ 15.62

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The grant date fair values of the awards that are subject to the achievement of market conditions based on total shareholder return were determined using a Monte Carlo simulation valuation model with the following assumptions:

Unvested at March 31, 2026 2,150,244 $ 13.32

The grant date fair values and the corresponding compensation cost of the awards that are subject to the achievement of the TSR metric were determined using a Monte Carlo simulation valuation model with the following assumptions:

Expected volatility (1)

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

The grant date fair values and the corresponding compensation cost of the awards that are subject to the achievement of the RevPAR metric were determined using the closing stock price on the grant date multiplied by the percentage of shares expected to vest, and such percentage is reevaluated based on the probability of meeting the RevPAR metric each period.

Earnings Per Share

The following table presents the calculation of basic and diluted earnings per share (“EPS”):

Three Months Ended September 30, Nine Months Ended September 30,

2025 2024 2025 2024

Three Months Ended March 31,

(in millions, except per share amounts)

Net (loss) income attributable to stockholders $ ( 16 ) $ 54 $ ( 78 ) $ 146

Net income (loss) attributable to stockholders $ 11 $ ( 57 )

Earnings attributable to participating securities ( 1 ) ( 1 )

Net (loss) income attributable to stockholders, net of earnings allocated to participating securities ( 16 ) 53 ( 78 ) 145

Net income (loss) attributable to stockholders, net of earnings allocated to participating securities $ 10 $ ( 58 )

Weighted average shares outstanding – basic 199 200

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Weighted average shares outstanding – diluted 200 200

(Loss) earnings per share – Basic (1)

Earnings (loss) per share – Basic (1)

$ 0.05 $ ( 0.29 )

(Loss) earnings per share – Diluted (1)

Earnings (loss) per share – Diluted (1)

$ 0.05 $ ( 0.29 )

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(1) Per share amounts are calculated based on unrounded numbers and are calculated independently for each period presented.

Certain of our outstanding equity awards were excluded from the above calculation of EPS for the three and nine months ended September 30, 2025 and 2024 because their effect would have been anti-dilutive.

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Certain of our outstanding equity awards were excluded from the above calculation of EPS for the three months ended March 31, 2026 and 2025 because their effect would have been anti-dilutive.

Business Segment Information

As of September 30, 2025, 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 Chief Operating Decision Maker (the “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 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 Chief Operating Decision Maker (the “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;

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

Three Months Ended September 30, Nine Months Ended September 30,

2025 2024 2025 2024

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

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

Three Months Ended March 31,

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

(in millions)

Total revenues $ 610 $ 649 $ 1,912 $ 1,974

Other revenues ( 23 ) ( 21 ) ( 68 ) ( 64 )

Rooms $ 356 $ 299 $ 57 $ 363 $ 294 $ 69

Food and beverage 182 157 25 182 152 30

Ancillary hotel 60 54 6 63 56 7

Total segment revenues 598 510 88 608 502 106

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Corporate general and administrative expense ( 18 ) ( 18 )

Impairment and casualty loss — — ( 70 ) ( 13 )

Impairment ( 5 ) ( 70 )

Other operating expenses ( 24 ) ( 21 )

Gain on sales of assets, net — — 1 —

Loss on sales of assets, net ( 1 ) —

Gain on derecognition of assets — 16

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Equity in earnings from investments in affiliates 1 —

Income tax (expense) benefit ( 6 ) ( 2 ) ( 8 ) 9

Other (loss) gain, net ( 1 ) ( 1 ) — ( 4 )

Income tax expense ( 1 ) ( 1 )

Other gain, net — 2

Other items ( 1 ) ( 4 )

Net (loss) income $ ( 14 ) $ 57 $ ( 73 ) $ 153

Net income (loss) $ 12 $ ( 57 )

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(1) Other property segment expenses primarily include real and personal property taxes, other local taxes, ground rent, equipment rent and property insurance incurred in the normal course of business.

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

September 30, 2025 December 31, 2024

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Three Months Ended March 31,

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

(in millions)

Consolidated hotels $ 8,823 $ 9,153

Total revenues $ 622 $ 630

Other revenues ( 24 ) ( 22 )

Total segment revenues $ 598 $ 510 $ 88 $ 608 $ 502 $ 106

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

March 31, 2026 December 31, 2025

(in millions)

Consolidated Core hotels $ 7,177 $ 7,194

Consolidated Non-Core hotels 439 461

All other 42 45

Total assets $ 7,658 $ 7,700

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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:

Three Months Ended March 31,

(in millions)

Consolidated Core hotels $ 80 $ 73

Consolidated Non-Core hotels 3 4

Total capital expenditures for property and equipment

Commitments and Contingencies

As of September 30, 2025, we had outstanding commitments under third-party contracts of approximately $ 128 million for capital expenditures at our properties, of which $ 25 million relates to the transformative renovation at the Royal Palm South Beach Miami, a Tribute Portfolio Resort, $ 21 million relates to guestroom renovations at the Hilton Hawaiian Village Waikiki Beach Resort, $ 15 million relates to guestroom renovations at the Hilton Waikoloa Village, and $ 9 million relates to guestroom renovations at the Hilton New Orleans Riverside.

As of March 31, 2026, we had outstanding commitments under third-party contracts of approximately $ 124 million for capital expenditures at our properties, primarily related to the full-scale renovation of the Ali’i Tower at the Hilton Hawaiian Village Waikiki Beach Resort, guestroom renovations at the Hilton New Orleans Riverside and the transformative renovation at the Royal Palm South Beach Miami, a Tribute Portfolio Resort.

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

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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, which remain in our portfolio, as well as the DoubleTree Hotel Sonoma Wine Country and/or the DoubleTree Hotel Seattle Airport for our period of ownership prior to their ground lease expiration in December 31, 2025, 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.

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In addition, losses related to certain contingent liabilities could be apportioned to us under the spin-off agreements.

In connection with our obligation to indemnify Hilton under the spin-off agreements, we have reserved approximately $ 8 million as of September 30, 2025 related to litigation with respect to an audit by the Australian Tax Office (“ATO”) of Hilton related to the sale of the Hilton Sydney in June 2015.

In connection with our obligation to indemnify Hilton under the spin-off agreements, we have reserved approximately $ 8 million as of March 31, 2026 related to litigation with respect to an audit by the Australian Tax Office (“ATO”) of Hilton related to the sale of the Hilton Sydney in June 2015.

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

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Subsequent Events

On April 30, 2026, Park’s indirect, wholly owned subsidiaries entered into a delayed draw loan facility, which provides the ability to draw between $ 650 million to $ 700 million no later than September 30, 2026 and matures on April 30, 2029 (“Bonnet Creek Mortgage Loan”).

When drawn upon, the Bonnet Creek Mortgage Loan will be secured by the 1,009-room Signia by Hilton Orlando Bonnet Creek and the 502-room Waldorf Astoria Orlando and associated golf course.

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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-Q

Item 1. Financial Statements