Park Hotels & Resorts Inc. 10-Q

Item 5. Other Information . Bonnet Creek Mortgage Loan The information included in this “Part II-Item 5. Other Information” of this Form 10-Q is provided in lieu of filing such information on a Current Report on Form 8-K under “Item 1.01 Entry into a Material Definitive Agreement” and “Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.” On April 30, 2026, G/B/H Four Star, LLC, G/B/H Condo Owner, LLC and G/B/H Golf Course, LLC, each a Delaware limited liability company (collectively, the “Borrowers”), and Bonnet Creek Hilton Lessee LLC, a Delaware limited liability company (the “Operating Lessee”), entered into a Loan Agreement (the “Loan Agreement”) with Wells Fargo Bank, National Association, as administrative agent (in such capacity, the “Administrative Agent”), and the lenders party thereto (collectively, the “Lenders”). The Loan Agreement provides for a secured delayed draw loan facility (the “Loan Facility”) with the Bonnet Creek Mortgage Loan to be made by the Lenders to the Borrowers pursuant thereto in an amount to be designated by the Borrowers, which is not less than $650 million and not greater than $700 million, and disbursed to the Borrowers in a single disbursement to be made by the Lenders no later than September 30, 2026 (as such date may be extended by the Administrative Agent). The Bonnet Creek Mortgage Loan has a scheduled maturity date of April 30, 2029, subject to the right of the Borrowers to extend the same for two consecutive one-year periods in accordance with the applicable terms and provisions of the Loan Agreement. The Bonnet Creek Mortgage Loan will be secured by the Signia by Hilton Orlando Bonnet Creek, the Waldorf Astoria Orlando and the Waldorf Astoria Orlando Golf Course, or the “Bonnet Creek complex.” Each of the Borrowers and the Operating Lessee is an indirect, wholly owned subsidiary of the Company. The outstanding principal balance of the Bonnet Creek Mortgage Loan will bear interest at a floating interest rate equal to the sum of (i) the forward-looking term rate based on one-month term SOFR (i.e., the secured overnight financing rate as administered by the Federal Reserve Bank of New York (or a successor administrator of the secured overnight financing rate)), plus (ii) 2.25% per annum. Until the earlier of the disbursement of the Bonnet Creek Mortgage Loan proceeds and the termination of the Loan Facility, the Borrowers are required to pay ticking fees to the Lenders equal to 0.25% per annum on the full Bonnet Creek Mortgage Loan commitment amount of $700 million, which ticking fees will be payable quarterly in arrears beginning on the first payment date occurring in the first full calendar quarter after the closing of the Loan Facility. The Borrowers will be permitted to voluntarily repay the outstanding principal balance of the Bonnet Creek Mortgage Loan or any portion thereof at any time, subject to certain minimum amounts and the payment of customary “breakage” costs and, with respect to any such prepayment which is made by the Borrower within one year after the disbursement of the Bonnet Creek Mortgage Loan proceeds, a spread maintenance prepayment fee. Pursuant to a customary guaranty to be entered into by the Operating Company (for purposes of this Part II-Item 5,the “Guarantor”), the Guarantor has guaranteed the payment of losses of the Administrative Agent and the Lenders resulting from certain specified bad acts by the Borrowers and/or their affiliates, however, the Guarantor has not otherwise guaranteed the repayment of the Bonnet Creek Mortgage Loan or any portion thereof. The Loan Agreement contains certain customary affirmative and negative covenants. Such covenants, among other things, require the Guarantor to maintain (i) a net worth of not less than $100,000,000 and (ii) liquid assets of not less than $25,000,000 (including cash and availability under the Guarantor’s $1.0 billion senior unsecured revolving credit facility). The Loan Agreement also includes customary defaults, the occurrence of which, following any applicable notice, grace and/or cure period specified with respect thereto in the Loan Agreement, would permit the Lenders to, among other things, declare the Bonnet Creek Mortgage Loan, together with accrued interest thereon and other obligations owing by the Borrowers under the Loan Agreement and the other documents executed by the Borrower in connection with the Bonnet Creek Mortgage Loan, to be immediately due and payable. Certain of the Lenders or their affiliates have provided, and may in the future provide, certain commercial banking, financial advisory and investment banking services in the ordinary course of business for the Company, its subsidiaries and certain of its affiliates, for which they receive customary fees and commissions. The foregoing description of the Loan Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of such Loan Agreement, a copy of which is attached hereto as Exhibit 10.5 and incorporated herein by reference. 29 Table of Content s Item 6. Exhibits Exhibit Number Description 2.1 Distribution Agreement by and among Hilton Worldwide Holdings Inc., Park Hotels & Resorts Inc., Hilton Grand Vacations Inc. and Hilton Domestic Operating Company Inc., dated as of January 2, 2017 (incorporated by reference to Exhibit 2.1 to our Current Report on Form 8-K, filed on January 4, 2017). 2.2 Agreement and Plan of Merger by and among Park Hotels & Resorts Inc., PK Domestic Property LLC, PK Domestic Sub LLC, and Chesapeake Lodging Trust, dated as of May 5, 2019 (incorporated by reference to Exhibit 2.1 to our Current Report on Form 8-K, filed on May 6, 2019). 3.1 Amended and Restated Certificate of Incorporation of Park Hotels & Resorts Inc. (incorporated by reference to Exhibit 3.1 to our Current Report on Form 8-K, filed on April 30, 2019). 3.2 Amended and Restated By-laws of Park Hotels & Resorts Inc. (incorporated by reference to Exhibit 3.2 to our Current Report of Form 10-Q , filed on August 1, 2024). 3.3 Certificate of Amendment to the Amended and Restated Certificate of Incorporation of Park Hotels & Resorts Inc. (incorporated by reference to Exhibit 3.1 to our Current Report on Form 8-K, filed on April 19, 2024). 10.1 Park Hotels & Resorts Inc. Executive Long-Term Incentive Program , amended and restated as of February 12, 2026 (incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K, filed on February 19, 2026). 10.2 Form of CEO Amended and Restated Performance Stock Unit Agreement (incorporated by reference to Exhibit 10.2 to our Current Report on Form 8-K, filed on February 19, 2026). 10.3 Form of Executive Amended and Restated Performance Stock Unit Award Agreement (incorporated by reference to Exhibit 10.3 to our Current Report on Form 8-K, filed on February 19, 2026). 10.4 Park Hotels & Resorts Inc. Executive Short -Term Incentive Program, amended and restated as of February 12, 2026 (incorporated by reference to Exhibit 10. 4 to our Current Report on Form 8-K, filed on February 19, 2026). 10.5* Loan Agreement, dated April 30, 2026, among G/B/H Four Star, LLC, G/B/H Condo Owner, LLC and G/B/H Golf Course, LLC, collectively, as Borrowers, Bonnet Creek Hilton Lessee LLC, as Operating Lessee, Wells Fargo Bank, National Association, as administrative agent, and the financial institutions party thereto as lenders. 31.1* Certification of Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 31.2* Certification of Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 32.1* Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, furnished herewith. 32.2* Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, furnished herewith. 101.INS* Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. 30 Table of Content s 101.SCH* Inline XBRL Taxonomy Extension Schema Document. 101.CAL* Inline XBRL Taxonomy Extension Calculation Linkbase Document. 101.DEF* Inline XBRL Taxonomy Extension Definition Linkbase Document. 101.LAB* Inline XBRL Taxonomy Extension Label Linkbase Document. 101.PRE* Inline XBRL Taxonomy Extension Presentation Linkbase Document. 104* Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). * Filed herewith 31 Table of Content s SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized. Park Hotels & Resorts Inc. Date: May 1, 2026 By: /s/ Thomas J. Baltimore Jr. Thomas J. Baltimore, Jr. Chairman of the Board, President and Chief Executive Officer (Principal Executive Officer) Date: May 1, 2026 By: /s/ Sean M. Dell’Orto Sean M. Dell’Orto Executive Vice President, Chief Operating Officer, Chief Financial Officer and Treasurer (Principal Financial Officer) Date: May 1, 2026 By: /s/ Darren W. Robb Darren W. Robb Senior Vice President and Chief Accounting Officer (Principal Accounting Officer) 32