What changed in this filing

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Item 1. Financial Statements

2026-08-07 compared with 2026-05-01 · 161 added, 75 removed, 357 unchanged (40% of the section changed)

3 unchanged sentences

(in millions, except share and per share data)

March 31, 2026 December 31, 2025

June 30, 2026 December 31, 2025

Property and equipment, net $ 6,908 $ 6,955

19 unchanged sentences

Stockholders’ Equity

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

Common stock, par value $ 0.01 per share, 6,000,000,000 shares authorized, 202,614,273 shares issued and 201,349,455 shares outstanding as of June 30, 2026 and 200,938,658 shares issued and 199,901,086 shares outstanding as of December 31, 2025

Additional paid-in capital 4,028 4,031

10 unchanged sentences

Three Months Ended

June 30, Six Months Ended

2026 2025 2026 2025

Rooms $ 401 $ 401 $ 757 $ 764

1 unchanged sentence

Ancillary hotel 67 68 127 131

Other 24 23 48 45

Total revenues 680 672 1,302 1,302

Operating expenses

Rooms 104 105 201 205

Food and beverage 125 122 247 245

2 unchanged sentences

Management fees 33 31 63 61

Impairment 5 70

Impairment and casualty loss 22 — 27 70

Depreciation and amortization 66 122 130 191

Corporate general and administrative 20 19 38 37

Other 22 23 46 44

Total expenses 583 624 1,142 1,263

Loss on sale of assets, net ( 1 ) —

(Loss) gain on sales of assets, net ( 2 ) 1 ( 3 ) 1

Gain on derecognition of assets — 16 — 32

4 unchanged sentences

Equity in earnings from investments in affiliates 1 2 2 2

Other gain, net — 2

Other gain (loss), net 9 ( 1 ) 9 1

Income (loss) before income taxes 55 ( 1 ) 68 ( 57 )

13 unchanged sentences

(unaudited, in millions)

Three Months Ended

Six Months Ended

Operating Activities:

2 unchanged sentences

Depreciation and amortization 130 191

Loss on sale of assets, net 1 —

Loss (gain) on sales of assets, net 3 ( 1 )

Gain on derecognition of assets — ( 32 )

Impairment 5 70

Impairment loss 25 70

Equity in earnings from investments in affiliates ( 2 ) ( 2 )

Other (gain) loss, net ( 3 ) 1

Share-based compensation expense 10 9

1 unchanged sentence

Distributions from unconsolidated affiliates 5 1

Deferred income taxes 3 —

Changes in operating assets and liabilities ( 37 ) 12

3 unchanged sentences

Proceeds from asset dispositions, net 28 75

Proceeds from the sale of investments in affiliates, net 3 —

Net cash used in investing activities ( 116 ) ( 45 )

Financing Activities:

Borrowings from credit facilities 250 —

Repayments of credit facilities ( 50 ) —

Repayments of mortgage debt ( 124 ) ( 4 )

Debt issuance costs ( 7 ) —

Dividends paid ( 100 ) ( 181 )

3 unchanged sentences

Net cash used in financing activities ( 46 ) ( 242 )

Net decrease in cash and cash equivalents and restricted cash ( 74 ) ( 180 )

Net increase (decrease) in cash and cash equivalents and restricted cash 38 ( 93 )

Cash and cash equivalents and restricted cash, beginning of period 264 440

20 unchanged sentences

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

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

Net income — — — 47 3 50

Dividends and dividend equivalents (1)

— — — ( 50 ) — ( 50 )

Distributions to noncontrolling interests — — — — ( 5 ) ( 5 )

Balance as of June 30, 2026 201 $ 2 $ 4,028 $ ( 940 ) $ ( 57 ) $ 3,033

Common Stock Additional

10 unchanged sentences

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

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

Net (loss) income — — — ( 5 ) 3 ( 2 )

Dividends and dividend equivalents (1)

— — — ( 50 ) — ( 50 )

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

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

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

___________________________________

(1) Dividends declared per common share were $ 0.25 for each of the three months ended March 31, 2026, June 30, 2026, March 31, 2025 and June 30, 2025.

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

15 unchanged sentences

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 .

Our remaining hotels are considered “Non-Core.” As of June 30, 2026, our remaining Non-Core portfolio included 10 consolidated hotels, which included one hotel sold in July 2026.

The Company intends to divest of all remaining Non-Core hotels from its portfolio.

Basis of Presentation and Summary of Significant Accounting Policies

12 unchanged sentences

Interim results are not necessarily indicative of full year performance.

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Summary of Significant Accounting Policies

1 unchanged sentence

There have been no significant changes to our significant accounting policies since December 31, 2025.

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Recently Issued Accounting Pronouncements

2 unchanged sentences

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.

Although early adoption is permitted, we expect to adopt ASU 2024-03 on a prospective basis when the requirements become effective for the year ended December 31, 2027.

ASU 2024-03 may be adopted on either a prospective or retrospective basis, with early adoption permitted, but we expect to adopt the ASU on a prospective basis when the requirements become effective for the year ended December 31, 2027.

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

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.

In May 2026, the Financial Accounting Standards Board issued ASU No.

2026-02 (“ASU 2026-02”), Environmental Credits and Environmental Credit Obligations (Topic 818) , which adds guidance for the recognition, measurement, presentation and disclosure of assets, liabilities and expenses related to environmental credits and environmental credit obligations.

ASU 2026-02 is required to be adopted on a retrospective basis.

Although early adoption is permitted, we expect to adopt the ASU when the requirements become effective on January 1, 2028.

We are currently evaluating the effect that ASU 2026-02 will have on our consolidated financial statements.

Dispositions and Assets Held for Sale

During the six months ended June 30, 2026, we sold the two consolidated Non-Core hotels listed in the table below and received total gross proceeds of approximately $ 31 million.

We recognized a net loss of approximately $ 3 million, which is included in (loss) gain on sales of assets, net in our condensed consolidated statements of operations.

Hotel Location Month Sold

Hilton Checkers Los Angeles Los Angeles, California January 2026

Hilton Seattle Airport & Conference Center Seattle, Washington April 2026

In May 2026, we sold our ownership interest in the unconsolidated joint venture that owns and operates the Embassy Suites by Hilton Alexandria Old Town for gross proceeds of $ 29 million, which was reduced by $ 25 million for our share of the mortgage debt in the joint venture.

We recognized a net gain of approximately $ 4 million, which is included in other gain (loss), net in our condensed consolidated statements of operations.

Additionally, in June 2026, the ground lease for the Embassy Suites by Hilton Austin Downtown South Congress was terminated pursuant to an agreement, and the property reverted to the ground lessor.

We received an early termination fee of approximately $ 6 million, which is included in other gain (loss), net in our condensed consolidated statements of operations .

In addition, we sold all personal property and business assets of the hotel to the ground lessor and recognized a loss of approximately $ 1 million, which is included in (loss) gain on sales of assets, net in our condensed consolidated statements of operations.

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 (loss) gain on sales of assets, net in our condensed consolidated statements of operations.

Assets Held for Sale

In June 2026, we entered into a definitive agreement to sell the Hilton Short Hills, one of our Non-Core hotels, which was subsequently sold in July 2026 for gross proceeds of $ 12 million.

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Assets held for sale related to this hotel were as follows as of June 30, 2026:

(in millions)

Property and equipment, net $ 11

Accounts receivable, net of allowance for doubtful accounts 1

Prepaid expenses 1

Total Assets Held for Sale $ 13

Liabilities held for sale related to this hotel were approximately $ 1 million as of June 30, 2026, which is included in other liabilities in our condensed consolidated balance sheets.

Property and Equipment

Property and equipment were:

March 31, 2026 December 31, 2025 (1)

June 30, 2026 (1)

December 31, 2025 (1)

(in millions)

6 unchanged sentences

_____________________________________

(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.

(1) Excludes $ 11 million and $ 13 million of property and equipment, net, classified as held for sale as of June 30, 2026 and December 31, 2025, respectively.

Depreciation of property and equipment was $ 65 million and $ 122 million during the three months ended June 30, 2026 and 2025, respectively, and $ 129 million and $ 191 million during the six months ended June 30, 2026 and 2025, respectively.

Depreciation expense for the three and six months ended June 30, 2025 includes accelerated depreciation of approximately $ 56 million recognized in connection with the full-scale renovation at the Royal Palm South Beach Miami, a Tribute Portfolio Resort, which began in May 2025 and was completed in July 2026.

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

6 unchanged sentences

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March 31, 2026 December 31, 2025

June 30, 2026 December 31, 2025

(in millions)

4 unchanged sentences

Prepaid expenses 2 3

Other assets 1 —

Accounts payable and accrued expenses 9 9

2 unchanged sentences

_____________________________________

(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.

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

Unconsolidated Entities

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.

One of our hotels is owned by an unconsolidated joint venture in which we hold an interest and is accounted for using the equity method.

This hotel had total debt of approximately $ 525 million as of both June 30, 2026 and December 31, 2025.

In May 2026, we sold our ownership interest in the unconsolidated joint venture that owns and operates the Embassy Suites by Hilton Alexandria Old Town, which had total debt of approximately $ 48 million as of December 31, 2025.

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

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

Debt balances and associated interest rates as of June 30, 2026 were:

Principal balance as of

Interest Rate

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

at June 30, 2026 Maturity Date Extended Maturity Date (1)

June 30, 2026 December 31, 2025

(in millions)

HHV Mortgage Loan (2)

4.20 % November 2026 $ 1,275 $ 1,275

4.20 % November 2026 None $ 1,275 $ 1,275

Other mortgage loans (3)

1 unchanged sentence

2026 to 2027 (4)

Bonnet Creek Mortgage Loan

SOFR + 2.25 %

September 2029 — —

April 2029 April 2031

2024 Term Loan

SOFR + 2.20 % (5)

May 2027 200 200

May 2027 None 200 200

SOFR + 2.25 %

September 2029 September 2030

2025 Delayed Draw Term Loan (3)

SOFR + 2.20 % (3)

January 2030 — —

January 2030 January 2031

2028 Senior Notes (7)

5.88 % October 2028 725 725

5.88 % October 2028 None 725 725

2029 Senior Notes (7)

4.88 % May 2029 750 750

4.88 % May 2029 None 750 750

2030 Senior Notes (7)

7.00 % February 2030 550 550

7.00 % February 2030 None 550 550

Finance lease obligations

6.88 % 2027 to 2030 1 1

6.88 % 2027 to 2030 None 1 1

unamortized deferred financing costs and discount ( 17 ) ( 18 )

1 unchanged sentence

_____________________________________

(1) The extension options are exercisable subject to compliance with certain covenants.

(2) In October 2016, we entered into a $ 1.275 billion CMBS loan secured by the Hilton Hawaiian Village Waikiki Beach Resort (“HHV Mortgage Loan”).

(2) 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 notice.

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 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.

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

In June 2026, we drew $ 200 million from our 2025 Delayed Draw Term Loan to fully repay the $ 120 million mortgage loan secured by the Hyatt Regency Boston, which was scheduled to mature on July 1, 2026, with the remaining proceeds to be used for general corporate purposes.

As of June 30, 2026, our all-in interest rate on the 2025 Delayed Draw Term Loan was 5.85 %.

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(4) 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 June 30, 2026, we had not received notice from the lender.

(5) 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.

As of June 30, 2026, our all-in interest rate was 5.85 %.

(6) 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 June 30, 2026, we had $ 1 billion of available capacity under our Revolver and no outstanding letters of credit.

(7) 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.

Mortgage Loans

Bonnet Creek Mortgage Loan

In April 2026, G/B/H Four Star, LLC, G/B/H Condo Owner, LLC, G/B/H Golf Course, LLC and Bonnet Creek Hilton Lessee LLC, each indirect subsidiaries of the Company, entered into a loan agreement, which provides for the ability to draw between $ 650 million and $ 700 million in a single disbursement no later than September 30, 2026 and matures on April 30, 2029, with an option to extend for two consecutive one-year periods (“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.

The outstanding principal balance of the Bonnet Creek Mortgage Loan will bear interest based upon the forward-looking term rate based on the one-month term secured overnight financing rate (“SOFR”) plus 2.25 %.

We are also subject to a 0.25 % ticking fee on the full loan commitment amount of $ 700 million until the Bonnet Creek Mortgage Loan is drawn upon.

We may voluntarily repay any portion of the outstanding principal balance of the Bonnet Creek Mortgage Loan at any time, subject to certain minimum amounts and prepayment or other fees.

Our Operating Company has guaranteed the payment of certain losses of the administrative agent and the lenders resulting from certain specified bad acts by the Company’s indirect subsidiaries and/or their affiliates;

however, the Operating Company has not otherwise guaranteed the repayment of the Bonnet Creek Mortgage Loan.

The loan agreement also contains certain customary covenants, such as covenants, among other things, that require the Operating Company to maintain a minimum net worth and liquid assets.

During the three and six months ended June 30, 2026, we capitalized $ 7 million of financing fees related to the Bonnet Creek Mortgage Loan, which we will begin amortizing when drawn upon.

Debt Maturities

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:

The contractual maturities of our debt, assuming the exercise of all extensions that are exercisable solely at our option, as of June 30, 2026 were:

Year (in millions)

Thereafter 200

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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:

March 31, 2026 December 31, 2025

June 30, 2026 December 31, 2025

Level Carrying

5 unchanged sentences

2024 Term Loan 3 200 198 200 200

2025 Delayed Draw Term Loan

3 200 183 — —

2028 Senior Notes 1 725 725 725 725

1 unchanged sentence

2030 Senior Notes 1 550 564 550 564

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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During the six months ended June 30, 2026, we recognized impairment losses of approximately $ 5 million related to the Hilton Seattle Airport & Conference Center, which was sold in April 2026, and approximately $ 2 million related to the Hilton Short Hills, which was sold in July 2026, as the respective gross proceeds were less than the net book value of each Non-Core hotel.

Additionally, during the three months ended June 30, 2026, we recognized an impairment loss of approximately $ 18 million related to two of our Non-Core hotels, due to our inability to recover the carrying value of the assets.

During the six months ended June 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, as the gross proceeds were less than the net book value of the Non-Core hotel.

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:

2 unchanged sentences

Level 2 $ 29 $ —

Level 3 51 74

Total $ 80 $ 74

_____________________________________

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

(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 sales price less costs to sell (Level 2) as of June 30, 2026.

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, terminal capitalization rate of 7.5 % and discount rate of 11.0 % (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 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.

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.

Table of Content s

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 six months ended June 30, 2026 and 2025 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).

During the three and six months ended June 30, 2026, we recognized income tax expense of $ 5 million and $ 6 million, respectively, which was primarily related to taxable income from our TRSs.

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 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.

The 2017 Employee Plan provides that a maximum of 14,070,000 shares of our common stock may be issued, and as of June 30, 2026, 2,916,992 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 June 30, 2026, 720,073 shares of common stock remain available for future issuance.

For the three months ended June 30, 2026 and 2025, we recognized $ 6 million and $ 5 million of share-based compensation expense, respectively.

For the six months ended June 30, 2026 and 2025, we recognized $ 10 million and $ 9 million of share-based compensation expense, respectively.

As of June 30, 2026, unrecognized compensation expense was $ 33 million, which is expected to be recognized over a weighted-average period of 1.8 years.

The total fair value of shares vested (calculated as the number of shares multiplied by the vesting date share price) for the six months ended June 30, 2026 and 2025 was $ 21 million and $ 12 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 three months ended March 31, 2026:

The following table provides a summary of stock awards for the six months ended June 30, 2026:

Number of Shares Weighted-Average

3 unchanged sentences

Forfeited ( 57,697 ) 12.15

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

Unvested at June 30, 2026 1,553,665 $ 12.21

Performance Stock Units

4 unchanged sentences

Table of Content s

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

The following table provides a summary of PSUs for the six months ended June 30, 2026:

Number of Shares Weighted-Average

3 unchanged sentences

Forfeited ( 6,685 ) 13.86

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

Unvested at June 30, 2026 2,152,519 $ 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:

12 unchanged sentences

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

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

2026 2025 2026 2025

(in millions, except per share amounts)

3 unchanged sentences

Weighted average shares outstanding – basic 200 199 200 199

Unvested restricted shares 1 —

Weighted average shares outstanding – diluted 200 199 200 199

6 unchanged sentences

Table of Content s

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.

Certain of our outstanding equity awards were excluded from the above calculation of EPS for the three and six months ended June 30, 2026 and 2025 because their effect would have been anti-dilutive.

Business Segment Information

12 unchanged sentences

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

Three Months Ended June 30, Six Months Ended June 30,

2026 2025 2026 2025

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

(in millions)

14 unchanged sentences

Corporate general and administrative expense ( 20 ) ( 19 ) ( 38 ) ( 37 )

Impairment ( 5 ) ( 70 )

Impairment and casualty loss ( 22 ) — ( 27 ) ( 70 )

Other operating expenses ( 22 ) ( 23 ) ( 46 ) ( 44 )

Loss on sales of assets, net ( 1 ) —

(Loss) gain on sales of assets, net ( 2 ) 1 ( 3 ) 1

Gain on derecognition of assets — 16 — 32

4 unchanged sentences

Income tax expense ( 5 ) ( 1 ) ( 6 ) ( 2 )

Other gain, net — 2

Other gain (loss), net 9 ( 1 ) 9 1

Other items ( 5 ) ( 2 ) ( 6 ) ( 6 )

3 unchanged sentences

Table of Content s

Three Months Ended March 31,

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

Three Months Ended June 30, Six Months Ended June 30,

2026 2025 2026 2025

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

(in millions)

3 unchanged sentences

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

March 31, 2026 December 31, 2025

June 30, 2026 December 31, 2025

(in millions)

4 unchanged sentences

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,

Three Months Ended June 30, Six Months Ended June 30,

2026 2025 2026 2025

(in millions)

3 unchanged sentences

Commitments and Contingencies

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.

As of June 30, 2026, we had outstanding commitments under third-party contracts of approximately $ 137 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 and guestroom renovations at the Hilton New Orleans Riverside.

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

5 unchanged sentences

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 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.

In connection with our obligation to indemnify Hilton under the spin-off agreements, we have reserved approximately $ 8 million as of June 30, 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.

Table of Content s

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