Form 8-K

8-K — Park Hotels & Resorts Inc.

Accession: 0001193125-26-387894

Filed: 2026-09-10

Period: 2026-09-03

CIK: 0001617406

SIC: 7011 (HOTELS & MOTELS)

Item: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers

Item: Financial Statements and Exhibits

Documents

8-K — d109624d8k.htm (Primary)

EX-10.1 (d109624dex101.htm)

EX-10.2 (d109624dex102.htm)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K

8-K (Primary)

Filename: d109624d8k.htm · Sequence: 1

8-K

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): September 3, 2026

Park Hotels & Resorts Inc.

(Exact name of Registrant as Specified in Its Charter)

Delaware

001-37795

36-2058176

(State or Other Jurisdiction

of Incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

1775 Tysons Blvd., 7th Floor, Tysons, VA

22102

(Address of Principal Executive Offices)

(Zip Code)

(571) 302-5757

(Registrant’s Telephone Number, Including Area Code)

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2. below):

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading

Symbol

Name of each exchange

on which registered

Common Stock, $0.01 par value per share

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On September 3, 2026, the Compensation & Human Capital Committee of the Board of Directors of Park Hotels & Resorts Inc. (the “Company”) approved one-time grants of restricted stock awards (the “Retention RSA Awards”) to certain executive officers of the Company (such recipients, the “Award Recipients”). The Retention RSA Awards are designed to address leadership transition and proactive recruiting risks that would jeopardize the Company’s ability to sustain its performance execution trends and to further align the Award Recipients’ incentives with long-term stockholder value creation. The Retention RSA Awards included grants to the Company’s named executive officers of the following number of restricted shares of the Company’s common stock: 331,564 shares to Thomas J. Baltimore, Jr., the Company’s President and Chief Executive Officer; 165,782 shares to Sean M. Dell’Orto, the Company’s Executive Vice President, Chief Operating Officer, Chief Financial Officer and Treasurer; 99,469 shares to Carl A. Mayfield, the Company’s Executive Vice President, Design and Construction; and 66,312 shares to Nancy M. Vu, the Company’s Executive Vice President, General Counsel and Secretary.

Each Retention RSA Award will vest in full on the fourth anniversary of the grant date, subject to the Award Recipient’s continued employment with the Company through such vesting date. With respect to Mr. Baltimore’s Retention RSA Award, the vesting upon termination of employment will be as set forth in that certain Executive Employment Agreement between him and the Company, dated April 26, 2016. With respect to the Award Recipients other than Mr. Baltimore, in the event of such executive’s termination of employment (i) without “cause” (as defined in the Company’s 2017 Omnibus Incentive Plan (as amended or amended and restated from time to time) (the “Omnibus Plan”)) or due to “retirement” (as defined in the applicable award agreement) after the first anniversary of the grant date, all of the unvested shares will become vested, (ii) without cause within 12 months following a “change in control” (as defined in the Omnibus Plan), all of the unvested shares will become vested, and (iii) due to death or “disability” (as defined in the Omnibus Plan), a prorated amount of the shares will become vested based on the actual days the executive was employed during the vesting period. The Award Recipients will receive dividends on the restricted shares underlying the Retention RSA Awards at the same time that regular dividend payments are made on the Company’s common stock.

Copies of the form of CEO Retention Restricted Stock Agreement and form of Executive Retention Restricted Stock Agreement are being filed as Exhibits 10.1 and 10.2, respectively, to this Current Report on Form 8-K, and each is incorporated herein by this reference. The foregoing description of the terms of the Retention RSA Awards is qualified in its entirety by reference to the full text of such award agreements.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit

Description

10.1

Form of CEO Retention Restricted Stock Agreement

10.2

Form of Executive Retention Restricted Stock Agreement

104

Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Park Hotels & Resorts Inc.

Date: September 10, 2026

By:

/s/ Sean M. Dell’Orto

Sean M. Dell’Orto

Executive Vice President, Chief Operating Officer, Chief Financial Officer and Treasurer

EX-10.1

Filename: d109624dex101.htm · Sequence: 2

EX-10.1

Exhibit 10.1

RESTRICTED STOCK AGREEMENT

PARK HOTELS & RESORTS INC.

2017 OMNIBUS INCENTIVE PLAN

This

Restricted Stock Agreement (this “Agreement”), effective as of September 3, 2026 (the “Grant Date”), is between Park Hotels & Resorts Inc., a Delaware corporation (the “Company”), and

Thomas J. Baltimore, Jr. (the “Participant”).

1. Grant of Restricted Stock. Effective as of the Grant Date, the

Company hereby issues and grants shares of Restricted Stock (the “Shares”) to the Participant, subject to and in accordance with the terms, conditions and restrictions set forth in the

Park Hotels & Resorts Inc. 2017 Omnibus Incentive Plan (as it has been and may be further amended, the “Plan”), this Agreement and the Executive Employment Agreement between the Participant and the Company, dated April 26,

2016 (the “Employment Agreement”). Capitalized terms not otherwise defined herein shall have the same meanings as in the Plan.

2. Vesting. The Shares shall become vested, and the restrictions on the Shares shall lapse, in accordance with the

vesting schedule appendix set forth below the Participant’s signature to this Agreement (the vesting date thereon being referred to as the “Vesting Date”), subject to the Participant’s continued employment through the

Vesting Date.

3. Termination of Employment. In the event that the Participant’s employment with the Company Group terminates

for any reason, any Shares that are not vested as of the effective date of termination shall vest or not vest, as applicable, based on and in accordance with Section 7 of the Employment Agreement.

4. Dividends; Rights as a Stockholder. The Participant shall be the record owner of the Shares until or unless such Shares are

forfeited pursuant to the terms of this Agreement or the Plan, and as a record owner shall be entitled to all rights of a common stockholder of the Company, including, without limitation, voting rights with respect to the Shares and the right to

receive all dividends or other distributions paid with respect to the Common Stock.

5. Restrictions on Transfer.

Prior to the vesting of any Shares, the Participant may not assign, alienate, pledge, attach, sell or otherwise transfer or encumber a Share or the Participant’s right under the Shares, except other than by will or by the laws of descent and

distribution and any such purported assignment, alienation, pledge, attachment, sale, transfer or encumbrance shall be void and unenforceable against the Company or any Affiliates; provided that the designation of a beneficiary (if permitted by the

Committee) shall not constitute an assignment, alienation, pledge, attachment, sale, transfer or encumbrance.

6. No Right to Continued

Employment. Neither the Plan, this Agreement nor the Participant’s receipt of the Shares hereunder shall impose any obligation on the Company or any Affiliates to continue the employment or engagement of the Participant. Further, the

Company or any Affiliates (as applicable) may at any time terminate the employment or engagement of the Participant, free from any liability or claim under the Plan or this Agreement, except as otherwise expressly provided herein (but in all cases

subject to the terms and conditions of the Employment Agreement).

7. Tax Withholding. The Participant agrees that upon the vesting

of, and lapsing of restrictions on, any Shares, or at any such time as required under applicable law, a number of Shares having a fair market value equal to the minimum applicable amount necessary to satisfy the statutorily required withholding

liability in respect of the Shares, if any (“Withholding Taxes”), shall be automatically delivered to the Company in satisfaction of such Withholding Taxes, except to the extent that the Participant shall have elected to pay such

Withholding Taxes to the Company in cash (by check or wire transfer). The number of Shares to be used for payment shall be calculated using the closing price per share of Common Stock on the New York Stock Exchange (or other principal exchange on

which the Common Stock then trades) on the trading day immediately prior to the date of delivery of the Shares to the Company, and shall be rounded up to the nearest whole Share.

8. Section 83(b) Election. The Participant may make an election

under Code Section 83(b) (a “Section 83(b) Election”) with respect to the Shares. Any such election must be made within thirty (30) days after the Grant Date. If the Participant elects to make a

Section 83(b) Election, the Participant shall provide the Company with a copy of an executed version and satisfactory evidence of the filing of the executed Section 83(b) Election with the US Internal Revenue Service within ten

(10) days of such filing. The Participant agrees to assume full responsibility for ensuring that the Section 83(b) Election is actually and timely filed with the US Internal Revenue Service and for all tax consequences resulting from the

Section 83(b) Election.

9. Award Subject to Plan. By entering into this Agreement, the Participant agrees and acknowledges

that the Participant has received and read a copy of the Plan. The Shares granted hereunder are subject to the Plan. The terms and provisions of the Plan, as they may be amended from time to time, are hereby incorporated herein by reference.

10. Severability. Should any provision of this Agreement be held by a court of competent jurisdiction to be unenforceable or invalid

for any reason, the remaining provisions of this Agreement shall not be affected by such holding and shall continue in full force in accordance with their terms.

11. Governing Law. This Agreement shall be governed by and construed in accordance with the internal laws of the State of Delaware

applicable to contracts made and performed wholly within the State of Delaware, without giving effect to the conflict of laws provisions thereof.

12. Successors in Interest. Any successor to the Company shall have the benefits of the Company under, and be entitled to enforce, this

Agreement. Likewise, the Participant’s legal representative shall have the benefits of the Participant under, and be entitled to enforce, this Agreement. All obligations imposed upon the Participant and all rights granted to the Company under

this Agreement shall be final, binding and conclusive upon the Participant’s heirs, executors, administrators and successors.

13. Electronic Delivery and Acceptance. The Company may, in its sole discretion, decide to deliver any documents related to

current or future participation in the Plan by electronic means. The Participant hereby consents to receive such documents by electronic delivery and agrees to participate in the Plan through an on-line or

electronic system established and maintained by the Company or a third party designated by the Company.

14. Acceptance and

Agreement by the Participant. By accepting the Shares (including through electronic means), the Participant agrees to be bound by the terms, conditions, and restrictions set forth in the Plan, this Agreement, and the Company’s policies, as

in effect from time to time, relating to the Plan.

15. Waiver. The Participant acknowledges that a waiver by the Company of

breach of any provision of this Agreement shall not operate or be construed as a waiver of any other provision of this Agreement, or of any subsequent breach by the Participant or any other participant in the Plan.

16. Counterparts. This Agreement may be executed in separate counterparts, each of which is deemed to be an original and all of

which taken together constitute one in the same agreement.

PARK HOTELS & RESORTS INC.

By:

Sean M. Dell’Orto

EVP, COO, CFO & Treasurer

Acknowledged and Agreed

as of the date first written above:

Participant Signature

Name : Thomas J. Baltimore, Jr.

Appendix: Vesting Date and Quantity

Date

Quantity

9/3/2030

EX-10.2

Filename: d109624dex102.htm · Sequence: 3

EX-10.2

Exhibit 10.2

RESTRICTED STOCK AGREEMENT

PARK HOTELS & RESORTS INC.

2017 OMNIBUS INCENTIVE PLAN

This

Restricted Stock Agreement (this “Agreement”), effective as of September 3, 2026 (the “Grant Date”), is between Park Hotels & Resorts Inc., a Delaware corporation (the “Company”), and

(the “Participant”).

1. Grant of Restricted Stock. Effective as of

the Grant Date, the Company hereby issues and grants shares of Restricted Stock (the “Shares”) to the Participant, subject to and in accordance with the terms, conditions and restrictions

set forth in the Park Hotels & Resorts Inc. 2017 Omnibus Incentive Plan (as it has been and may be further amended, the “Plan”) and this Agreement. Capitalized terms not otherwise defined herein shall have the same

meanings as in the Plan.

2. Vesting. The Shares shall become vested, and the restrictions on the Shares shall lapse,

in accordance with the vesting schedule appendix set forth below the Participant’s signature to this Agreement (the vesting date thereon being referred to as the “Vesting Date”), subject to the Participant’s continued

employment through the Vesting Date.

3. Termination of Employment.

(a) Except as set forth in Section 3(b) below, in the event that the Participant’s employment with the Company Group terminates for

any reason, any Shares that are not vested as of the effective date of termination (the “Termination Date”) shall be forfeited and all of the Participant’s rights hereunder with respect to such unvested Shares shall cease as

of the Termination Date (unless otherwise provided for by the Committee in accordance with the Plan).

(b) If the Participant’s

employment with the Company Group is terminated after the first anniversary of the Grant Date and prior to the Vesting Date by the Company Group without Cause, then all of the Shares granted hereunder that are not vested shall become vested and

nonforfeitable as of the Termination Date. If the Participant’s employment with the Company Group is terminated prior to the Vesting Date by the Company Group without Cause and such termination occurs within 12 months following a Change in

Control, then all of the Shares granted hereunder that are not vested shall become vested and nonforfeitable as of the Termination Date. If the Participant’s employment with the Company Group is terminated prior to the Vesting Date by the

Company Group due to or during the Participant’s Disability or due to the Participant’s death, then a pro-rated number of the Shares granted hereunder shall become vested and nonforfeitable as of

the Termination Date equal to (x) the number of Shares granted hereunder multiplied by a fraction, the numerator of which is the number of days that have elapsed between the Grant Date through the Termination Date, and the denominator of which

is the number of days in the period from the Grant Date through the Vesting Date. If the Participant’s employment with the Company Group is terminated after the first anniversary of the Grant Date and prior to the Vesting Date by the

Participant due to his or her Retirement (as defined below), then all of the Shares granted hereunder that are not vested shall become vested and nonforfeitable as of the Termination Date. For purposes of this Agreement, the term

“Retirement” shall mean the Participant’s termination of employment, other than for Cause or while grounds for Cause exist, due to the Participant’s death or due to the Participant’s Disability, following the

date on which (x) the Participant attained the age of 65 years old and (y) the number of completed years of the Participant’s employment with (i) Hilton Worldwide Holdings Inc. or any of its Subsidiaries (other than any member

of the Company Group) and (ii) any member of the Company Group is at least 5.

4. Dividends; Rights as a Stockholder. The

Participant shall be the record owner of the Shares until or unless such Shares are forfeited pursuant to the terms of this Agreement or the Plan, and as a record owner shall be entitled to all rights of a common stockholder of the Company,

including, without limitation, voting rights with respect to the Shares and the right to receive all dividends or other distributions paid with respect to the Common Stock.

5. Restrictions on Transfer. Prior to the vesting of any Shares, the

Participant may not assign, alienate, pledge, attach, sell or otherwise transfer or encumber a Share or the Participant’s right under the Shares, except other than by will or by the laws of descent and distribution and any such purported

assignment, alienation, pledge, attachment, sale, transfer or encumbrance shall be void and unenforceable against the Company or any Affiliates; provided that the designation of a beneficiary (if permitted by the Committee) shall not constitute an

assignment, alienation, pledge, attachment, sale, transfer or encumbrance.

6. No Right to Continued Employment. Neither the Plan,

this Agreement nor the Participant’s receipt of the Shares hereunder shall impose any obligation on the Company or any Affiliates to continue the employment or engagement of the Participant. Further, the Company or any Affiliates (as

applicable) may at any time terminate the employment or engagement of the Participant, free from any liability or claim under the Plan or this Agreement, except as otherwise expressly provided herein.

7. Tax Withholding. The Participant agrees that upon the vesting of, and lapsing of restrictions on, any Shares, or at any such time as

required under applicable law, a number of Shares having a fair market value equal to the minimum applicable amount necessary to satisfy the statutorily required withholding liability in respect of the Shares, if any (“Withholding

Taxes”), shall be automatically delivered to the Company in satisfaction of such Withholding Taxes, except to the extent that the Participant shall have elected to pay such Withholding Taxes to the Company in cash (by check or wire

transfer). The number of Shares to be used for payment shall be calculated using the closing price per share of Common Stock on the New York Stock Exchange (or other principal exchange on which the Common Stock then trades) on the trading day

immediately prior to the date of delivery of the Shares to the Company, and shall be rounded up to the nearest whole Share.

Section 83(b) Election. The Participant may make an election under Code Section 83(b) (a “Section 83(b) Election”) with respect to the Shares. Any such election must be made within

thirty (30) days after the Grant Date. If the Participant elects to make a Section 83(b) Election, the Participant shall provide the Company with a copy of an executed version and satisfactory evidence of the filing of the executed

Section 83(b) Election with the US Internal Revenue Service within ten (10) days of such filing. The Participant agrees to assume full responsibility for ensuring that the Section 83(b) Election is actually and timely filed with the

US Internal Revenue Service and for all tax consequences resulting from the Section 83(b) Election.

9. Award Subject to Plan.

By entering into this Agreement, the Participant agrees and acknowledges that the Participant has received and read a copy of the Plan. The Shares granted hereunder are subject to the Plan. The terms and provisions of the Plan, as they may be

amended from time to time, are hereby incorporated herein by reference.

10. Severability. Should any provision of this Agreement

be held by a court of competent jurisdiction to be unenforceable or invalid for any reason, the remaining provisions of this Agreement shall not be affected by such holding and shall continue in full force in accordance with their terms.

11. Governing Law. This Agreement shall be governed by and construed in accordance with the internal laws of the State of Delaware

applicable to contracts made and performed wholly within the State of Delaware, without giving effect to the conflict of laws provisions thereof.

12. Successors in Interest. Any successor to the Company shall have the benefits of the Company under, and be entitled to enforce, this

this Agreement shall be final, binding and conclusive upon the Participant’s heirs, executors, administrators and successors.

13. Electronic Delivery and Acceptance. The Company may, in its sole

discretion, decide to deliver any documents related to current or future participation in the Plan by electronic means. The Participant hereby consents to receive such documents by electronic delivery and agrees to participate in the Plan through an

on-line or electronic system established and maintained by the Company or a third party designated by the Company.

14. Acceptance and Agreement by the Participant. By accepting the Shares (including through electronic means), the Participant

agrees to be bound by the terms, conditions, and restrictions set forth in the Plan, this Agreement, and the Company’s policies, as in effect from time to time, relating to the Plan.

15. Waiver. The Participant acknowledges that a waiver by the Company of breach of any provision of this Agreement shall not

operate or be construed as a waiver of any other provision of this Agreement, or of any subsequent breach by the Participant or any other participant in the Plan.

16. Counterparts. This Agreement may be executed in separate counterparts, each of which is deemed to be an original and all of

which taken together constitute one in the same agreement.

PARK HOTELS & RESORTS INC.

By:

Sean M. Dell’Orto

EVP, COO, CFO & Treasurer

Acknowledged and Agreed

as of the date first written above:

Participant Signature

Appendix: Vesting Date and Quantity

Date

Quantity

9/3/2030

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Title of a 12(b) registered security.

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Reference 1: http://www.xbrl.org/2003/role/presentationRef

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Name of the Exchange on which a security is registered.

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

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Trading symbol of an instrument as listed on an exchange.

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

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