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What changed in Park Hotels & Resorts Inc.'s 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of Park Hotels & Resorts Inc.'s 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+253 added−251 removedSource: 10-K (2026-02-20) vs 10-K (2025-02-20)

Top changes in Park Hotels & Resorts Inc.'s 2025 10-K

253 paragraphs added · 251 removed · 201 edited across 8 sections

Item 1. Business

Business — how the company describes what it does

61 edited+17 added−17 removed63 unchanged
Biggest changeThe following table sets forth our portfolio by brand affiliations and chain scale segment: Brand Chain Scale Number of Properties Total Rooms Hilton Hotels & Resorts Upper Upscale 17 15,456 DoubleTree by Hilton Upscale 7 3,168 Signia by Hilton Upper Upscale 1 1,009 Marriott (1) Upper Upscale 2 950 Hyatt Regency Upper Upscale 2 940 Embassy Suites by Hilton Upper Upscale 3 816 Marriott Tribute Portfolio Upper Upscale 2 796 Curio – A Collection by Hilton Upper Midscale 3 685 Waldorf Astoria Hotels & Resorts Luxury 1 502 JW Marriott Luxury 1 344 Hyatt Centric Upper Upscale 1 316 Total 40 24,982 ___________________________________________ (1) Includes a white label property. 6 Table of Contents Type of Property Interest The following table sets forth our properties according to the nature of our real estate interest: Types of Interest Number of Properties Total Rooms Fee Simple (1) 25 17,533 Ground Lease 12 5,178 37 22,711 Unconsolidated Joint Ventures (2) Fee Simple 3 2,271 Total 40 24,982 ____________________________________________________________________________________ (1) Includes certain properties that, while primarily owned in fee simple, are subject to ground lease in respect of certain portions of land or facilities.
Biggest changeThe following table sets forth our portfolio by brand affiliations and chain scale segment: Brand Chain Scale Number of Properties Total Rooms Consolidated Core Hotels Hilton Hotels & Resorts Upper Upscale 10 11,264 Curio - A Collection by Hilton Upper Upscale 3 685 Hyatt Regency Upper Upscale 2 940 Signia by Hilton Upper Upscale 1 1,009 DoubleTree by Hilton Upscale 1 627 Waldorf Astoria Hotels & Resorts Luxury 1 502 Marriott Tribute Portfolio Upper Upscale 1 393 JW Marriott Luxury 1 344 20 15,764 Consolidated Non-Core Hotels Hilton Hotels & Resorts Upper Upscale 4 2,024 DoubleTree by Hilton Upscale 4 1,446 Marriott (1) Upper Upscale 2 950 Marriott Tribute Portfolio Upper Upscale 1 403 Embassy Suites by Hilton Upper Upscale 1 262 12 5,085 Unconsolidated Joint Ventures Hilton Hotels & Resorts (2) Upper Upscale 1 1,424 Embassy Suites by Hilton Upper Upscale 1 288 2 1,712 Total 34 22,561 _________________________________________ (1) Includes a white label property.
We collaborate with our third-party managers to improve property-level operating performance and profitability for each of our hotels and resorts through our proactive asset management efforts. We continue to identify revenue-enhancement opportunities and drive cost efficiencies to maximize the operating performance, cash flow and value of each property.
We collaborate with our third-party managers to improve property-level operating performance and profitability for each of our hotels and resorts through our proactive asset management efforts. We continue to identify revenue-enhancement opportunities and drive cost efficiencies to maximize the operating performance, cash flow and value of each hotel.
We also may create value through repositioning certain hotels across brands or chain scale segments and exploring adaptive reuse opportunities to ensure our assets achieve their highest and best use.
We also may create value through repositioning certain Core hotels across brands or chain scale segments and exploring adaptive reuse opportunities to ensure our assets achieve their highest and best use.
Finally, we are focused on maintaining the competitive strength of our properties and adapting to evolving customer preferences by renovating properties to provide updated guestroom design, open and activated lobby areas, food and beverage and public spaces, and modernized meeting space. • Pursuing Growth and Diversification through Prudent Capital Allocation .
Finally, we are focused on maintaining the competitive strength of our Core hotels and adapting to evolving customer preferences by renovating properties to provide updated guestroom design, open and activated lobby areas, food and beverage and public spaces, and modernized meeting space. • Pursuing Growth and Diversification through Prudent Capital Allocation .
The hotels within our portfolio are also extremely involved with their respective communities, raising money or donating supplies, food or services as well as contributing countless hours to many worthwhile causes. For additional information on the above matters, please review our 2024 Annual Corporate Responsibility Report on our website.
The hotels within our portfolio are also extremely involved with their respective communities, raising money or donating supplies, food or services as well as contributing countless hours to many worthwhile causes. For additional information on the above matters, please review our 2025 Annual Corporate Responsibility Report on our website.
From time to time, we may also be required to manage, abate, remove or contain mold, lead, asbestos-containing materials, radon gas, polychlorinated biphenyls ("PCBs") or other hazardous substances or conditions found in or on our properties; and any known or presumed asbestos in our buildings must be properly managed and maintained.
From time to time, we may also be required to manage, abate, remove or contain mold, lead, asbestos-containing materials, radon gas, polychlorinated biphenyls (“PCBs”) or other hazardous substances or conditions found in or on our properties; and any known or presumed asbestos in our buildings must be properly managed and maintained.
Although we have incurred, and expect that we will 12 Table of Contents continue to incur, costs relating to the investigation, identification, management, and remediation of hazardous materials or petroleum products known or discovered to exist at our properties, as well as costs of complying with various local, state and federal environmental, health and safety laws, those costs have not had, and are not expected to have, a material adverse effect on our financial condition, results of operations or cash flow.
Although we have incurred, and expect that we will continue to incur, costs relating to the investigation, identification, management, and remediation of hazardous materials or petroleum products known or discovered to exist at our properties, as well as costs of complying with various local, state and federal environmental, health and safety laws, those costs have not had, and are not expected to have, a material adverse effect on our financial condition, results of operations or cash flow.
It is generally an event of default if we proceed with a sale or an assignment of the hotel’s management agreement to such a transferee, without receiving consent from our hotel managers. Franchise Agreements Seven of our hotels are subject to franchise agreements.
It is generally an event of default if we proceed with a sale or an assignment of the hotel’s management agreement to such a transferee, without receiving consent from our hotel managers. Franchise Agreements Five of our hotels are subject to franchise agreements.
The Green Park Committee is dedicated to Park's sustainability efforts and environmental performance and manages the Company's Green Park Program, which prioritizes the achievement of our sustainability goals, including the reduction of greenhouse gas ("GHG") emissions across our portfolio and business as a whole.
The Green Park Committee is dedicated to Park’s sustainability efforts and environmental performance and manages the Company’s Green Park Program, which prioritizes the achievement of our sustainability goals, including the reduction of greenhouse gas (“GHG”) emissions across our portfolio and business as a whole.
We intend to leverage our scale, liquidity and transaction expertise to create value throughout all phases of the lodging cycle through opportunistic acquisitions and dispositions and/or corporate transactions, in addition to value-enhancing return on investment projects, which we believe will enable us to further diversify our portfolio.
We intend to leverage our scale, liquidity and transaction expertise to create value throughout all phases of the lodging cycle through opportunistic acquisitions, dispositions, and/or corporate transactions, in addition to value-enhancing return on investment projects at our Core hotels, which we believe will enable us to further diversify our portfolio.
Our Corporate Strategy and Design & Construction departments also participate in sustainability training, including Nareit’s ESG JumpStart workshop and REITworks conference. To support employee development, we provide regular and consistent feedback to our corporate employees through our continuous feedback performance management model. Regular one-on-one feedback sessions are conducted to ensure feedback is current and to reinforce positive performance.
Our Corporate Strategy and Design & Construction departments also participate in sustainability training, including Nareit’s REITworks conference. To support employee development, we provide regular and consistent feedback to our corporate employees through our continuous feedback performance management model. Regular one-on-one feedback sessions are conducted to ensure feedback is current and to reinforce positive performance.
The franchisor also may provide us with a variety of services and benefits, including centralized reservation systems, participation in customer loyalty programs, national advertising, marketing programs and publicity designed to increase brand awareness, as well as training of personnel. In return, we are required to operate franchised hotels consistent with the applicable brand standards.
The franchisor also may provide 10 Table of Content s us with a variety of services and benefits, including centralized reservation systems, participation in customer loyalty programs, national advertising, marketing programs and publicity designed to increase brand awareness, as well as training of personnel. In return, we are required to operate franchised hotels consistent with the applicable brand standards.
We may, in the future, re-flag existing properties, acquire additional properties that operate under other brands and/or engage other third-party hotel managers and franchisors. Below is a general overview of our management and franchise agreements. Management Agreements Our hotel managers control the day-to-day operations of our hotels that are subject to a management agreement.
We may, in the future, re-flag existing properties, acquire additional properties that operate under other brands and/or engage other third-party hotel managers and franchisors. Below is a general overview of our management and franchise agreements. 9 Table of Content s Management Agreements Our hotel managers control the day-to-day operations of our hotels that are subject to a management agreement.
Each corporate responsibility initiative begins with analysis and work by one of the three working subcommittees, each of which specializes in specific corporate responsibility matters.
Each corporate responsibility initiative begins with analysis and work by one of the two working subcommittees, each of which specializes in specific corporate responsibility matters.
We expect to maintain sufficient liquidity with minimal short-term maturities and intend to have a mix of debt that will provide us with the flexibility to prepay debt when desired, dispose of assets, pursue our value enhancement strategies within our existing portfolio, and support acquisition activity.
We expect to maintain sufficient liquidity with minimal short-term maturities and intend to have a mix of debt that will provide us with the flexibility to prepay debt when desired, dispose of Non-Core hotels, pursue our value enhancement strategies within our existing Core portfolio, and support acquisition activity.
As a result, in a negative economic environment the rate of decline in earnings can be higher than the rate of decline in revenues. Government Regulations Our business is subject to various federal and state laws and regulations. In particular, we are subject to the Americans with Disabilities Act (“ADA”).
As a result, in a negative economic environment the rate of decline in earnings can be higher than the rate of decline in revenues. 12 Table of Content s Government Regulations Our business is subject to various federal and state laws and regulations. In particular, we are subject to the Americans with Disabilities Act (“ADA”).
The information that is found on or accessible through our website is not incorporated into, and does not form a part of, this Annual Report on Form 10-K or any other report or document that we file with or furnish to the Securities and Exchange Commission (“SEC”).
The information that is found on or accessible through our website is not incorporated into, and does not form a part of, this Annual Report on Form 10-K or any other report or document that we file with or furnish to the Securities and Exchange Commission 15 Table of Content s (“SEC”).
Refer to “Risk Factors—Risks Related to our REIT Status and Certain Other Tax Items.” Insurance We or our hotel managers maintain insurance coverage for general liability, property, including business interruption, terrorism, and other risks with respect to our business for all of our hotels.
Refer to “Risk Factors—Risks Related to our REIT Status and Certain Other Tax Items.” 13 Table of Content s Insurance We or our hotel managers maintain insurance coverage for general liability, property, including business interruption, terrorism, and other risks with respect to our business for all of our hotels.
Baltimore, Jr., serves as one of the two co-chairs of Nareit's Dividends Through Diversity, Equity & Inclusion CEO Council, which supports the recruitment, inclusion, development, and advancement of women, Black professionals, other people of color, ethnically diverse individuals, and members of other under-represented groups in REITs and the publicly traded real estate industry.
Baltimore, Jr., who serves as one of the two co-chairs of Nareit’s Dividends Through Diversity CEO Council, supporting the recruitment, inclusion, development, and advancement of women, Black professionals, other people of color, ethnically diverse individuals, and members of other under-represented groups in REITs and the publicly traded real estate industry.
As a pure-play lodging real estate company with significant financial resources and an extensive portfolio of large, multi-use assets, including seven hotels with 125,000 square feet of meeting space or more, we believe our ability to implement compelling return on investment initiatives represents a significant embedded growth opportunity.
As a pure-play lodging real estate company with significant financial resources and an extensive portfolio of large, multi-use assets, including seven hotels (all within the Core portfolio) with 125,000 square feet of meeting space or more, we believe our ability to implement compelling return on investment initiatives represents a significant embedded growth opportunity, particularly for our Core portfolio.
In 2024, Park Cares sponsored three community service initiatives where employees were invited to participate with in-kind donations or by volunteering their time, of which 35-50 of our employees participated at each event. In 2024, we supported 20 organizations and/or programs through charitable contributions, sponsorships and scholarships contributing a total of approximately $289,000 in cash donations.
In 2025, Park Cares sponsored two community service initiatives where employees were invited to participate with in-kind donations or by volunteering their time, of which 35-50 of our employees participated at each event. In 2025, we supported 20 organizations and/or programs through charitable contributions, sponsorships and scholarships contributing a total of approximately $250,000 in cash donations.
As of December 31, 2024, we had 91 employees. We believe relations are positive between us and our employees. Our hotel managers are generally responsible for hiring and maintaining the labor force at each of our hotels.
As of December 31, 2025, we had 90 employees. We believe relations are positive between us and our employees. Our hotel managers are generally responsible for hiring and maintaining the labor force at each of our hotels.
Our senior management team has extensive experience managing capital structures over multiple lodging cycles and has extensive and long-standing relationships with numerous lending institutions and financial advisors to address our capital needs. Our Properties The following tables provide summary information regarding our portfolio as of February 20, 2025.
Our senior management team has extensive experience managing capital structures over multiple lodging cycles and has extensive and long-standing relationships with numerous lending institutions and financial advisors to address our capital needs. 6 Table of Content s Our Properties The following tables provide summary information regarding our portfolio as of February 20, 2026.
For a discussion of these relationships, refer to “Risk Factors—Risks Related to Our Business and Industry—We are subject to risks associated with the employment of hotel personnel, particularly with hotels that employ unionized labor, which could increase our operating costs, reduce flexibility of our hotel managers to adjust the size of the workforce at our hotels and could materially and adversely affect our revenues and profitability.” We value the unique perspectives that a workforce with diverse cultures, ages, genders, and ethnicities brings to our process, and we are committed to fair treatment and full participation of people from all backgrounds.
For a discussion of these relationships, refer to “Risk Factors—Risks Related to Our Business and Industry—We are subject to risks associated with the employment of hotel personnel, particularly with hotels that employ unionized labor, which could increase our operating costs, reduce flexibility of our hotel managers to adjust the size of the workforce at our hotels and could materially and adversely affect our revenues and profitability.” We value the unique perspectives that a workforce with diverse cultures, ages, genders, and ethnicities brings to our process.
Increased competition could have a material adverse effect on the occupancy rate, average daily room rate and RevPAR of our hotels or may require us to make capital improvements that we otherwise would not have to make, which may result in decreases in our profitability.
Increased competition could have a material adverse effect on occupancy, ADR and RevPAR of our hotels or may require us to make capital improvements that we otherwise would not have to make, which may result in decreases in our profitability.
We have published our 2024 Annual Corporate Responsibility Report on our website, which discloses our environmental and social programs and performance, our risk management strategy and our governance and oversight practices. The report also includes our Task Force Report on Climate-Related Financial Disclosures ("TCFD") as well as our Sustainability Accounting Standards Board ("SASB") and Global Reporting Index ("GRI") indices.
We have published our 2025 Annual Corporate Responsibility Report on our website, which discloses our environmental and social programs and performance, our risk management strategy and our governance and oversight practices. The report also includes our Task Force Report on Climate-Related Financial Disclosures (“TCFD”) as well as our Sustainability Accounting Standards Board (“SASB”) and Global Reporting Index (“GRI”) indices.
Our executive-level Corporate Responsibility Committee provides oversight of Park's three dedicated corporate responsibility working subcommittees – the Green Park Committee, the Park Cares Committee and the Diversity & Inclusion Steering Committee. Additionally, corporate responsibility performance targets are embedded into executive performance objectives and compensation.
Our executive-level Corporate Responsibility Committee provides oversight of Park’s two dedicated corporate responsibility working subcommittees – the Green Park Committee and the Park Cares Committee. Additionally, corporate responsibility performance targets are embedded into executive performance objectives and compensation.
We have conducted high-level resiliency studies on all assets in our core portfolio, mapping out climate-related risks that could impact our locations by 2050, and more in-depth studies have been conducted for key coastal properties that are most susceptible to climate-related risks.
We have conducted a high-level resiliency study of our portfolio, mapping out climate-related risks that could impact our locations by 2050, and more in-depth studies have been conducted for key coastal properties that are most susceptible to climate-related risks.
As part of our ongoing stakeholder engagement and transparency efforts, we participated in the 2024 Global Real Estate Sustainability Benchmark ("GRESB") assessment for the fifth consecutive year, demonstrating the Company's continued support of its overall corporate responsibility program and desire to make meaningful improvements toward decarbonization.
As part of our ongoing stakeholder engagement and transparency efforts, we participated in the 2025 Global Real Estate Sustainability Benchmark (“GRESB”) assessment for the sixth consecutive year, receiving our highest score thus far, demonstrating the Company’s continued support of its overall corporate responsibility program and desire to make meaningful improvements toward decarbonization.
Refer to “—Ground Leases,” Item 2: “Properties,” and Note 9: "Leases" in our audited consolidated financial statements included elsewhere in this Annual Report on Form 10-K for additional information. (2) Three of our hotels are owned by unconsolidated joint ventures in which we hold an interest. Refer to Item 2: “Properties” for the percentage ownership in such unconsolidated joint ventures.
Refer to “—Ground Leases,” Item 2: “Properties,” and Note 9: “Leases” in our audited consolidated financial statements included elsewhere in this Annual Report on Form 10-K for additional information. (2) Two of our hotels, one of which is included in our Core portfolio, are owned by unconsolidated joint ventures in which we hold an interest.
Our Business and Growth Strategies Our objective is to be the preeminent lodging REIT, focused on consistently delivering superior, risk-adjusted returns to stockholders through active asset management and a thoughtful external growth strategy while maintaining a strong and flexible balance sheet. We intend to pursue this objective through the following strategies: • Operational Excellence through Active Asset Management .
Our Business and Growth Strategies Our objective is to be the preeminent lodging REIT, focused on consistently delivering superior, risk-adjusted returns to stockholders through active asset management and a thoughtful external growth strategy, with a strategic focus on our Core portfolio, while maintaining a strong and flexible balance sheet.
Since our spin-off, we have sold or otherwise disposed of 45 hotels, most of them located in lower growth domestic and international markets for a total of $3 billion, which provided us with additional liquidity to de-leverage our balance sheet and to execute on a variety of strategic corporate initiatives.
Since our spin-off on January 3, 2017 from Hilton Parent that established us as an independent, publicly traded company, we have sold or otherwise disposed of 51 hotels, most of them located in lower growth domestic and international markets for a total of $3 billion, which provided us with additional liquidity to de-leverage our balance sheet and to execute on a variety of strategic corporate initiatives.
We also seek to increase awareness and understanding through Company-wide trainings on fair treatment, unconscious bias and other social issues, as well as an annual anti-bribery/anti-corruption training and modern slavery/human trafficking awareness. All employees also participate in anti-harassment and compliance training at least once a year.
We also seek to increase awareness and understanding through Company-wide trainings on fair treatment, unconscious bias and other social issues, as well as an annual anti-bribery/anti-corruption training and modern slavery/human trafficking awareness.
Health, Safety and Well-being We provide benefits to support our corporate employees and their families, including but not limited to medical, vision and dental insurance, gym memberships, a 401(k) match program, paid parental leave, and an employee assistance program.
Health, Safety and Well-being We provide benefits to support our corporate employees and their families, including but not limited to medical, vision and dental insurance, gym memberships, a 401(k) match program, paid parental leave, and an employee assistance program. We also provide numerous initiatives focused on physical, mental and spiritual well-being including immunization clinics and emotional intelligence workshops.
We will continue to opportunistically seek to expand our presence in 5 Table of Contents target markets and further diversify over time, including by acquiring hotels that are affiliated with leading hotel brands and operators. • Maintaining a Strong and Flexible Balance Sheet .
In addition, we continue to make progress to divest our remaining Non-Core hotels. We will continue to opportunistically seek to expand our presence in target markets and further diversify over time, including by acquiring hotels, when appropriate, that are affiliated with leading hotel brands and operators. • Maintaining a Strong and Flexible Balance Sheet .
Although we do not employ the employees at our hotels, we still are subject to the costs and risks generally associated with the hotel labor force, particularly those hotels with unionized labor, including the risks associated with strikes and other labor activity, which some of our third-party operators recently experienced.
Although we do not employ the employees at our hotels, we still are subject to the costs and risks generally associated with the hotel labor force, particularly those hotels with unionized labor, including the risks associated with strikes and other labor activity, and we believe relations are positive between our third-party hotel managers and their employees.
The Distribution Agreement also provides for cross-indemnities that, except as otherwise provided in the Distribution Agreement, are principally designed to place financial responsibility for the obligations and liabilities of each business with the appropriate company.
The Tax Matters Agreement also provides for cross-indemnities with respect to tax matters that, except as otherwise provided in the Tax Matters Agreement, are principally designed to place financial responsibility for the tax-related obligations and liabilities of each business with the appropriate company. Competition The lodging industry is highly competitive.
The Tax Matters Agreement also provides for cross-indemnities with respect to tax matters that, except as otherwise provided in the Tax Matters Agreement, are principally designed to place financial responsibility for the tax-related obligations and liabilities of each business with the appropriate company. 10 Table of Contents Ground Leases The following table summarizes the remaining primary term, renewal rights and purchase rights as of February 20, 2025, associated with land underlying our hotels and meeting facilities that we lease from third parties: Property Rooms Current Lease Term Expiration Renewal Rights / Purchase Rights Leases of Wholly-Owned Properties DoubleTree Hotel Seattle Airport 850 December 31, 2025 None DoubleTree Hotel Sonoma Wine Country 245 December 31, 2025 None Embassy Suites Kansas City Plaza 266 January 30, 2026 None Embassy Suites Austin Downtown South Congress 262 February 28, 2029 1 x 10 years (1) DoubleTree Hotel Durango 159 December 31, 2030 1 x 5 years DoubleTree Hotel San Diego – Mission Valley 300 December 31, 2030 1 x 5 years Hilton Salt Lake City Center 500 December 31, 2030 1 x 5 years Hilton Orlando Lake Buena Vista 814 January 31, 2034 1 x 25 years Hilton Boston Logan Airport 604 September 30, 2044 2 x 20 years Hilton Seattle Airport & Conference Center 396 December 31, 2046 Purchase Rights (2) Renewal Rights 2 x 10 years; 1 x 5 years Hyatt Regency Mission Bay Spa and Marina 438 January 31, 2056 None JW Marriott San Francisco Union Square 344 January 14, 2083 None ____________________________________________________________________________________ (1) The term of this renewal option exceeds the expiration of the underlying master ground lease in 2031.
Ground Leases The following table summarizes the remaining primary term, renewal rights and purchase rights associated with land underlying our hotels and meeting facilities that we lease from third parties: Property Rooms Current Lease Term Expiration Renewal Rights / Purchase Rights Leases of Wholly-Owned Properties Core Hotels Hilton Boston Logan Airport 604 September 30, 2044 2 x 20 years Hyatt Regency Mission Bay Spa and Marina 438 January 31, 2056 None JW Marriott San Francisco Union Square 344 January 14, 2083 None Non-Core Hotels Embassy Suites Austin Downtown South Congress 262 February 28, 2029 1 x 10 years (1) DoubleTree Hotel Durango 159 December 31, 2030 1 x 5 years DoubleTree Hotel San Diego – Mission Valley 300 December 31, 2030 1 x 5 years Hilton Salt Lake City Center 500 December 31, 2030 1 x 5 years Hilton Orlando Lake Buena Vista 814 January 31, 2034 1 x 25 years Hilton Seattle Airport & Conference Center 396 December 31, 2046 Purchase Rights (2) Renewal Rights 2 x 10 years; 1 x 5 years ____________________________________________________________________________________ (1) The term of this renewal option exceeds the expiration of the underlying prime ground lease in 2031.
During the recovery phase of the lodging cycle, competition among potential buyers may increase the bargaining power of potential sellers, which may reduce the number of suitable investment opportunities available to us or increase pricing.
During a recovery phase of the lodging cycle, competition among potential buyers may increase the bargaining power of potential sellers, which may reduce the number of suitable investment opportunities available to us or increase pricing. Similarly, during times when we seek to sell hotels, competition from other sellers may increase the bargaining power of the potential property buyers.
We were recognized by Newsweek as one of America's Most Responsible Companies for both 2024 and 2025, marking the fifth time Park has been included in the annual survey, as well as one of America's Most Trustworthy Companies for 2024.
We were recognized by Newsweek as one of America’s Most Responsible Companies for both 2025 and 2026, with 2026 marking the sixth time Park has been included in the annual survey, and we were also named by Newsweek to its America’s Greatest Companies and America’s Most Trustworthy Companies lists for 2025.
Although binding between the parties, the Tax Matters Agreement is not binding on the IRS.
Although binding between the parties, the Tax Matters Agreement is not binding on the Internal Revenue Service (“IRS”).
Item 1. Business Our Company We are one of the largest publicly-traded lodging real estate investment trusts (“REIT”) with a diverse portfolio of iconic and market-leading hotels and resorts with significant underlying real estate value. On January 3, 2017, Hilton Parent completed the spin-off of a portfolio of hotels and resorts that established us as an independent, publicly traded company.
Item 1. Business Our Company We are one of the largest publicly-traded lodging real estate investment trusts (“REIT”) with a diverse portfolio of iconic and market-leading hotels and resorts with significant underlying real estate value.
Termination Events Our franchise agreements provide for termination at the franchisor’s option upon the occurrence of certain events, including, among others: the failure to maintain brand standards; the failure to pay royalties and fees or to perform other obligations under the franchise license; bankruptcy; and abandonment of the franchise or a change of control, and in the event of such termination, we are required to pay liquidated damages. 9 Table of Contents Spin-Off Related Agreements On January 3, 2017, Hilton Parent completed the spin-off that resulted in our establishment as an independent, publicly traded company.
Termination Events Our franchise agreements provide for termination at the franchisor’s option upon the occurrence of certain events, including, among others: the failure to maintain brand standards; the failure to pay royalties and fees or to perform other obligations under the franchise license; bankruptcy; and abandonment of the franchise or a change of control, and in the event of such termination, we are required to pay liquidated damages.
Tax Matters Agreement We entered into a tax matters agreement (“Tax Matters Agreement”) with Hilton Parent, HGV Parent and Hilton Domestic Operating Company that governs the respective rights, responsibilities and obligations of us, Hilton Parent and HGV Parent after the spin-off with respect to tax liabilities and benefits, tax attributes, tax contests and other tax sharing regarding U.S. federal, state, local and foreign income taxes, other tax matters and related tax returns.
The Distribution Agreement also provides for cross-indemnities that, except as otherwise provided in the Distribution Agreement, are principally designed to place financial responsibility for the obligations and liabilities of each business with the appropriate company. 11 Table of Content s Tax Matters Agreement We entered into a tax matters agreement (“Tax Matters Agreement”) with Hilton Parent, HGV Parent and Hilton Domestic Operating Company that governs the respective rights, responsibilities and obligations of us, Hilton Parent and HGV Parent after the spin-off with respect to tax liabilities and benefits, tax attributes, tax contests and other tax sharing regarding U.S. federal, state, local and foreign income taxes, other tax matters and related tax returns.
We also pay certain service fees to our hotel managers and generally reimburse our hotel managers for salaries and wages of their employees at our hotels, as well as for certain other expenses incurred in connection with the operation of the hotel. 8 Table of Contents Termination Events Subject to certain qualifications, notice requirements and applicable cure periods, the management agreements generally are terminable by either party upon a material casualty or condemnation of the hotel or the occurrence of certain customary events of default, including, among others: the bankruptcy or insolvency of either party; the failure of either party to make a payment when due, and failure to cure such non-payment after late payment notice; or breach by either party of covenants or obligations under the management agreement.
Termination Events Subject to certain qualifications, notice requirements and applicable cure periods, the management agreements generally are terminable by either party upon a material casualty or condemnation of the hotel or the occurrence of certain customary events of default, including, among others: the bankruptcy or insolvency of either party; the failure of either party to make a payment when due, and failure to cure such non-payment after late payment notice; or breach by either party of covenants or obligations under the management agreement.
The following charts summarize the gender and ethnic diversity of our workforce as of December 31, 2024: 13 Table of Contents Our commitment to fair treatment and full participation is reflected both in the actions we take within our Company and our efforts in our larger community, such as through recruitment, employee development, mentorship, education, advocacy and community outreach.
Our commitment to fair treatment and full participation of people from all backgrounds is reflected both in the actions we take within our Company and our efforts in our larger community, such as through recruitment, employee development, mentorship, education, advocacy and community outreach.
Park Intermediate Holdings LLC (our “Operating Company”) directly or indirectly holds all of our assets and conducts all of our operations. We are structured as a traditional umbrella partnership REIT ("UPREIT"). Park Parent is the managing member of our Operating Company, and PK Domestic REIT Inc., a direct subsidiary of Park Parent, is a member of our Operating Company.
We are structured as a traditional umbrella partnership REIT (“UPREIT”). Park Parent is the managing member of our Operating Company, and PK Domestic REIT Inc., a direct subsidiary of Park Parent, is a member of our Operating Company.
To accomplish this goal, the committee works in concert with our Park Cares Committee to partner with local organizations that provide services and resources to underserved populations and those in need of social, economic, educational, mental and physical support in our community.
In addition, our Park Cares Committee partners with local organizations that provide services and resources to underserved populations and those in need of social, economic, educational, mental and physical support in our community. All our employees are encouraged to take part in these initiatives.
When we evaluate the acquisition of new properties, we assess both sustainability opportunities and climate change-related risks as part of our due diligence process. During the ownership of our properties, we seek to invest in effective sustainability practices in both our renovation and redevelopment projects that can both enhance asset value and improve environmental performance.
As part of our corporate strategy, we incorporate sustainability into our investment and asset management practices to help mitigate risks and enhance efficiency. During the ownership of our properties, we seek to invest in effective sustainability practices in both our renovation and redevelopment projects that can both enhance asset value and improve environmental performance.
Distribution Agreement We entered into a distribution agreement (“Distribution Agreement”) with Hilton Parent regarding the principal actions taken or to be taken in connection with the spin-off.
Spin-Off Related Agreements On January 3, 2017, Hilton Parent completed the spin-off that resulted in our establishment as an independent, publicly traded company. Distribution Agreement We entered into a distribution agreement (“Distribution Agreement”) with Hilton Parent regarding the principal actions taken or to be taken in connection with the spin-off.
As a direct result of the survey, each department Executive Committee leader conducts feedback sessions with their respective teams, and Company-wide action plans are created and implemented by our Human Resources department. In addition, each department also creates departmental action plans and implements them accordingly.
We encourage our employees to participate in our employee engagement survey, which is administered by a third party, and undertake initiatives to improve areas identified in the survey. As a direct result of the survey, each department Executive Committee leader conducts feedback sessions with their respective teams, and Company-wide action plans are created and implemented by our Human Resources department.
For example, we have committed to the American Hotel & Lodging Association’s 5-Star Promise, which enhances policies, trainings and resources related to the safety of hotel employees and guests. We aim to promote health and well-being measures in our design and construction projects through the use of natural ventilation, daylighting and air and water quality monitoring.
Together with our hotel managers, we also aim to ensure the health, safety and well-being of all employees and guests at our properties. For example, we have committed to the American Hotel & Lodging Association’s 5-Star Promise, which enhances policies, trainings and resources related to the safety of hotel employees and guests.
We also make our Code of Conduct, and any amendments or waivers thereto, for our directors, officers and employees available on our website on the Corporate Governance – Governance Documents page under the Investors section of our website. 15 Table of Contents Availability of Reports The SEC maintains a website ( http://www.sec.gov ) that contains reports, proxy statements, information statements, and other information regarding issuers that file electronically with the SEC.
We also make our Code of Conduct, and any amendments or waivers thereto, for our directors, officers and employees available on our website on the Corporate Governance – Governance Documents page under the Investors section of our website.
Similarly, during times when we seek to sell hotels, competition from other sellers may increase the bargaining power of the potential property buyers. 11 Table of Contents Seasonality The lodging industry is seasonal in nature, which can be expected to cause fluctuations in our hotel rooms revenues, occupancy levels, room rates, operating expenses and cash flows.
Seasonality The lodging industry is seasonal in nature, which can be expected to cause fluctuations in our hotel rooms revenues, occupancy levels, room rates, operating expenses and cash flows.
On September 18, 2019, we acquired Chesapeake Lodging Trust. As of February 20, 2025, our portfolio consists of 40 premium-branded hotels and resorts with approximately 25,000 rooms, located in prime United States (“U.S.”) markets with high barriers to entry.
As of February 20, 2026, our portfolio consists of 34 premium-branded hotels and resorts with approximately 23,000 rooms, located in prime United States (“U.S.”) markets with high barriers to entry. Our strategic focus is on our 21 Core hotels, including one unconsolidated joint venture, with our consolidated Core hotels contributing approximately 90% of our Hotel Adjusted EBITDA.
Approximately 87% of our rooms are luxury and upper upscale and all of our rooms are located in the U.S. and its territories. We are focused on consistently delivering superior risk-adjusted returns to stockholders through active asset management and a thoughtful external growth strategy while maintaining a strong and flexible balance sheet.
We are focused on consistently delivering superior risk-adjusted returns to stockholders through active asset management and a thoughtful external growth strategy, with a strategic focus on our Core portfolio, while maintaining a strong and flexible balance sheet. Park Intermediate Holdings LLC (our “Operating Company”) directly or indirectly holds all of our assets and conducts all of our operations.
Hotel employee health and safety factors are designed into projects, which include alarm systems cameras, first aid locations and personal alert devices.
We aim to promote health and well-being measures in our design and construction projects through the use of natural ventilation, daylighting and air and water quality monitoring. Hotel employee health and safety factors are designed into projects, which include alarm systems cameras, first aid locations and personal alert devices.
Additionally, we provide employees at corporate headquarters with leadership development programs, management development series programs, corporate technical “lunch and learn” trainings, REIT training, executive coaching and emotional intelligence training. Our leadership team encourages employees to continue education and professional certifications with time away from work and training budgets.
All employees also participate in anti-harassment and compliance training at least once a year. 14 Table of Content s Additionally, we provide employees at corporate headquarters with leadership development programs, professional development training series, corporate technical “lunch and learn” trainings, REIT training, executive coaching and emotional intelligence training.
No extension rights are available, and it is unlikely that the landlord under the master ground lease will grant a term past 2031. (2) Tenant has a right of first offer with respect to the property. We are also party to certain leases for facilities related to certain hotels owned by us. Competition The lodging industry is highly competitive.
It is unknown whether the landlord under the prime ground lease will grant our landlord a term past 2031. (2) Tenant has a right of first offer with respect to the property.
Resiliency to the effects of climate change on our portfolio is also a central focus of our corporate responsibility program.
We also commenced construction on the first phase of our solar PV panel installation at Hilton Waikoloa Village in December 2025; the first phase of this project is expected to be completed during the first half of 2026. Resiliency to the effects of climate change on our portfolio is also a central focus of our corporate responsibility program.
Sustainability We are committed to being a responsible corporate citizen and minimizing our impact on the environment. As part of our corporate strategy, we incorporate sustainability into our investment and asset management practices to help mitigate risks and enhance efficiency.
We are also party to certain leases for facilities related to certain hotels owned by us. 8 Table of Content s Sustainability We are committed to being a responsible corporate citizen and minimizing our impact on the environment.
Removed
We recently completed over $220 million of projects at our Bonnet Creek complex, including the meeting space expansion project and renovation of guestrooms, existing meeting space, lobbies, golf course and other recreational amenities, $80 million of renovations to all guestrooms, public spaces, and certain hotel infrastructure at the Casa Marina Key West, Curio Collection, and $85 million of guestroom renovations at the Tapa Tower of the Hilton Hawaiian Village Waikiki Beach Resort.
Added
All of our rooms are located in the U.S. and its territories, and over 96% of rooms in our Core portfolio are luxury and upper upscale.
Removed
Additionally, in 2024, we commenced over $200 million of comprehensive guestroom renovations at the iconic Rainbow Tower at the Hilton Hawaiian Village Waikiki Beach Resort, the Palace Tower at the Hilton Waikoloa Village and the Main Tower at the Hilton New Orleans Riverside.
Added
We intend to pursue our objective by divesting our Non-Core hotels to further enhance our overall portfolio quality and long-term growth profile, while utilizing sale proceeds to further reduce our leverage, re-invest in our Core portfolio and increase shareholder value, through the following strategies: • Operational Excellence through Active Asset Management .
Removed
In May 2024, our Operating Company, PK Domestic Property LLC, an indirect subsidiary of the Company, and PK Finance Co-Issuer Inc. issued $550 million of 7.000% senior notes due 2030 ("2030 Senior Notes") and amended our existing credit agreement to include a new $200 million senior unsecured term loan due May 2027 ("2024 Term Loan").
Added
Recent and ongoing projects at our Core hotels include: ◦ Completion of more than $220 million of projects at our Bonnet Creek complex in 2024, including a meeting space expansion project and renovation of guestrooms, existing meeting space, lobbies, the golf course and other recreational amenities; ◦ Nearly $250 million of comprehensive guestroom renovations at the iconic Rainbow Tower at the Hilton Hawaiian Village Waikiki Beach Resort, the Palace Tower at the Hilton Waikoloa Village and the Main Tower at the Hilton New Orleans Riverside, which commenced in 2024: ▪ Completed the first of three phases of guestroom renovations totaling $16 million at the main tower of the Hilton New Orleans Riverside in November 2024 and the second phase of over $30 million of guestroom renovations in January 2026, with the third phase expected to total approximately $37 million with a completion date in late 2026; ▪ Completed the first of two phases of guestroom renovations and room conversions at our Hawaii hotels, totaling nearly $75 million, during the first quarter of 2025, with the second and final phase of guestroom renovations and room conversions at the Hilton Waikoloa Village 5 Table of Content s completed in January 2026 and the second and final phase at the Hilton Hawaiian Village Waikiki Beach Resort expected to be completed in March 2026 for approximately $85 million for both hotels; and ◦ Over $100 million of comprehensive renovations at the Royal Palm South Beach Miami, a Tribute Portfolio Resort, which commenced in May 2025 and includes the full renovation of all 393 guestrooms at the oceanfront hotel, along with the addition of 11 new guestrooms, with an expected reopening in June 2026.
Removed
Net proceeds from the 2030 Senior Notes and the 2024 Term Loan were used to repurchase or redeem all of the $650 million of 7.500% senior notes due in 2025 ("2025 Senior Notes"), and the remainder was used for general corporate purposes.
Added
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 senior unsecured revolving credit facility (“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 $200 million senior unsecured term loan (“2024 Term Loan”).
Removed
Excluding the $725 million SF Mortgage Loan, which we ceased making debt service payments on in June 2023 and was due November 2023, we have no significant maturities until the fourth quarter of 2026. We expect to reduce our level of secured debt over time, which will provide additional balance sheet flexibility.
Added
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.
Removed
We completed 73 efficiency-related projects that totaled nearly $21 million in 2023 and implemented efficiency best practices for our capital projects. We have implemented sustainability checklists where appropriate, and efficiency projects related to end-of-life equipment replacements or upgrades are routinely conducted.
Added
We expect to reduce our level of secured debt over time, as we intend to draw upon the 2025 Delayed Draw Term Loan in 2026 to assist in repaying two mortgage loans totaling approximately $1.4 billion maturing in 2026.
Removed
As a result of these efficiency projects, we are often able to notably decrease our environmental impact by replacing older equipment with more efficient options.
Added
We also intend to further pay down our debt with proceeds from the sales of our Non-Core hotels, which will provide additional balance sheet flexibility.
Removed
We were named an ENERGY STAR ® Partner of the Year in 2024 for Energy 7 Table of Contents Management for our outstanding contributions in the transition to a clean energy economy for the second consecutive year.
Added
(2) Included in our Core portfolio. 7 Table of Content s Type of Property Interest The following table sets forth our properties according to the nature of our real estate interest: Types of Interest Number of Properties Total Rooms Consolidated Core Hotels Fee Simple (1) 17 14,378 Ground Lease 3 1,386 20 15,764 Consolidated Non-Core Hotels Fee Simple (1) 6 2,654 Ground Lease 6 2,431 12 5,085 Unconsolidated Joint Ventures (2) Fee Simple 2 1,712 Total 34 22,561 ____________________________________________________________________________________ (1) Includes certain properties that, while primarily owned in fee simple, are subject to ground leases in respect of certain portions of land or facilities.
Removed
Furthermore, eight of our properties earned the ENERGY STAR ® Certification for Superior Energy Performance during 2024, including our largest hotel, the Hilton Hawaiian Village Waikiki Beach Resort. Our corporate headquarters is in a LEED Platinum certified building, the first building in Tysons, Virginia to achieve this certification.
Added
Refer to Item 2: “Properties” for the percentage ownership in such unconsolidated joint ventures.
Removed
However, long-term labor contracts were recently successfully negotiated by our third-party hotel managers, and we believe relations are positive between our third-party hotel managers and their employees.

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Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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Biggest changeOur ability to access external capital could be hampered by a number of factors, including, but not limited to, macroeconomic changes, changes in market perceptions of our growth potential, fluctuations in the market price of our common stock, and changes in the terms of our indebtedness, any of which may be outside of our control, and which, individually or in combination, could prevent us from being able to obtain the external capital we require on terms that are acceptable to us, or at all, which could have a material adverse effect on our ability to finance our future growth, our cost of capital, our liquidity and our financial condition and results of operations. 21 Table of Contents We are subject to risks associated with the employment of hotel personnel, particularly with hotels that employ unionized labor, which could increase our operating costs, reduce the flexibility of our hotel managers to adjust the size of the workforce at our hotels and could materially and adversely affect our revenues and profitability.
Biggest changeOur ability to access external capital could be hampered by a number of factors, including, but not limited to, macroeconomic changes, changes in market perceptions of our growth potential, fluctuations in the market price of our common stock, and changes in the terms of our indebtedness, any of which may be outside of our control, and which, individually or in combination, could prevent us from being able to obtain the external capital we require on terms that are acceptable to us, or at all, which could have a material adverse effect on our ability to finance our future growth, our cost of capital, our liquidity and our financial condition and results of operations.
Our ability to dispose of properties on advantageous terms depends on factors beyond our control, including competition from other sellers and the availability of attractive financing for potential buyers, and we cannot predict whether we will be able to sell any hotel we desire to for the price or on the terms set by us or acceptable to us, or the length of time needed to find a willing buyer and to close the sale of the hotel.
Our ability to dispose of properties on advantageous terms depends on factors beyond our control, including competition from other sellers and the availability of attractive financing for potential buyers, and we cannot predict whether we will be able to sell any hotel we desire for the price or on the terms set by us or acceptable to us, or the length of time needed to find a willing buyer and to close the sale of the hotel.
Because certain types of losses are uncertain, including those caused by natural disaster, the effects of climate change or other catastrophic losses, they may be uninsurable or prohibitively expensive. There are also other risks that may fall outside the general coverage terms and limits of our policies, including losses related to cybersecurity incidents, natural disaster or climate change.
Because certain types of losses are uncertain, including those caused by natural disaster, the effects of climate change or other catastrophic losses, they may be uninsurable or prohibitively expensive. There are also other risks that may fall outside the general coverage terms and limits of our policies, including losses related to cybersecurity incidents, terrorism, natural disaster or climate change.
Additionally, the effects of the recent global COVID-19 pandemic on the hotel industry were unprecedented, and another pandemic or other unexpected event that results in a prolonged decrease in travel in the future could have similar affects, including a drastic reduction in global demand for lodging and historically low occupancy levels.
Additionally, the effects of the global COVID-19 pandemic on the hotel industry were unprecedented, and another pandemic or other unexpected event that results in a prolonged decrease in travel in the future could have similar affects, including a drastic reduction in global demand for lodging and historically low occupancy levels.
The debt agreements and instruments that govern our outstanding indebtedness, including our senior unsecured credit facility and senior notes, impose significant financial and operating restrictions on us, including covenants that may restrict our ability to implement our business plan, finance future operations, respond to changing business and economic conditions, secure additional financing, and engage in opportunistic transactions, such as strategic acquisitions, mergers or asset sales or transactions with affiliates.
The debt agreements and instruments that govern our outstanding indebtedness, including our senior unsecured credit facilities and senior notes, impose significant financial and operating restrictions on us, including covenants that may restrict our ability to implement our business plan, finance future operations, respond to changing business and economic conditions, secure additional financing, and engage in opportunistic transactions, such as strategic acquisitions, mergers or asset sales or transactions with affiliates.
Labor costs, including wages, can be particularly challenging at those of our hotels with unionized labor, and additional hotels may be subject to new collective bargaining agreements in the future. We recently experienced near-term disruption as a result of negotiations between our third-party operators and unions at certain hotels, which included strikes and other labor activity.
Labor costs, including wages, can be particularly challenging at those of our hotels with unionized labor, and additional hotels may be subject to new collective bargaining agreements in the future. In 2024, we experienced near-term disruption as a result of negotiations between our third-party operators and unions at certain hotels, which included strikes and other labor activity.
Any cybersecurity incident or disruption to our information technologies and systems could have a material adverse effect on our business, our financial reporting and compliance, and could subject us to or result in liability claims, litigation, monetary losses or regulatory oversight, investigations or penalties which could be significant.
Any actual or suspected cybersecurity incident or disruption to our information technologies and systems could have a material adverse effect on our business, our financial reporting and compliance, and could subject us to or result in liability claims, litigation, monetary losses or regulatory oversight, investigations or penalties which could be significant.
Finally, each property with respect to which our TRS lessees pay rent must be a “qualified lodging facility.” A “qualified lodging facility” is a hotel, motel, or other establishment in which more than one-half of the dwelling units are used on a transient basis, including customary amenities and facilities, provided that no wagering activities are conducted at or in connection with such facility by any person who is engaged in the business of accepting wagers and who is legally authorized to engage in such business at or in connection with such facility.
Finally, each property with respect to which our TRS lessees pay rent must be a “qualified lodging facility.” A “qualified lodging facility” is a hotel, motel, or other establishment in which more than one-half of the dwelling units are 27 Table of Content s used on a transient basis, including customary amenities and facilities, provided that no wagering activities are conducted at or in connection with such facility by any person who is engaged in the business of accepting wagers and who is legally authorized to engage in such business at or in connection with such facility.
The cost to comply with environmental laws may be substantial, and our failure to comply with any such laws, including obtaining and complying with any required permits or licenses, or publicity resulting from actual or alleged compliance failures, could result in substantial fines, or possible revocation of our authority to conduct some of 23 Table of Contents our operations or otherwise have an adverse effect on our business.
The cost to comply with environmental laws may be substantial, and our failure to comply with any such laws, including obtaining and complying with any required permits or licenses, or publicity resulting from actual or alleged compliance failures, could result in substantial fines, or possible revocation of our authority to conduct some of our operations or otherwise have an adverse effect on our business.
There can be no assurance, however, that we will be able to comply with the TRS limitation or to avoid application of the 100% excise tax. 26 Table of Contents If the leases of our hotels to our TRS lessees are not respected as true leases for U.S. federal income tax purposes, we will fail to qualify as a REIT.
There can be no assurance, however, that we will be able to comply with the TRS limitation or to avoid application of the 100% excise tax. If the leases of our hotels to our TRS lessees are not respected as true leases for U.S. federal income tax purposes, we will fail to qualify as a REIT.
Our hotel managers are dependent on information technology networks and systems, including the internet, to access, process, transmit and store proprietary and customer information, including personally identifiable information of hotel guests, including credit card numbers.
Our hotel managers are dependent on information technology networks and systems, including the internet, to access, process, transmit and store proprietary and customer information, including personally identifiable information of hotel guests, such as credit card numbers.
Furthermore, certain of our properties may currently qualify as 20 Table of Contents legally permissible nonconforming uses and improvements, including certain of our iconic and most profitable properties, and we may not be permitted to rebuild such properties as they exist now or at all, regardless of insurance proceeds, if such properties are destroyed.
Furthermore, certain of our properties may currently qualify as legally permissible nonconforming uses and improvements, including certain of our iconic and most profitable properties, and we may not be permitted to rebuild such properties as they exist now or at all, regardless of insurance proceeds, if such properties are destroyed.
Any compromise of our own network or hotel managers’ networks could result in a disruption to our booking or sales systems or other operations, in increased costs (e.g., related to response, investigation, and notification) or in potential litigation and 18 Table of Contents liability.
Any compromise of our own network or hotel managers’ networks could result in a disruption to our booking or sales systems or other operations, in increased costs (e.g., related to response, investigation, and notification) or in potential litigation and liability.
Some investors may use corporate responsibility factors to guide their investment strategies, and potential and current employees, business partners and vendors may consider these factors when considering relationships with us, and guests may consider these factors when deciding whether to stay at our properties.
We are committed to corporate responsibility. Some investors may use corporate responsibility factors to guide their investment strategies, and potential and current employees, business partners and vendors may consider these factors when considering relationships with us, and guests may consider these factors when deciding whether to stay at our properties.
Other factors that would negatively impact our ability to successfully operate, or that could otherwise significantly adversely impact and disrupt our business, financial performance and condition, operating results and cash flows, include: • sustained negative consumer or business sentiment, economic metrics (including inflation, unemployment levels, discretionary spending and declines in personal wealth) or demand for travel, which could further adversely impact demand for lodging; • increased labor costs, including due to inflation, reduced labor supply due to increased immigration enforcement or otherwise; • limited opportunities to acquire new properties or the need to dispose of properties to meet liquidity needs; • the scaling back or delay of a significant amount of planned capital expenditures, including planned renovation projects, which could adversely affect the value of our properties and guest experience at our properties; • our ability to obtain bank lending or access the capital markets could deteriorate; • declines in our business performance or the general economy; • adverse political conditions; • new indebtedness that may contain more restrictive covenants, including as a result of sustained elevated interest rates as a response to increased inflation, than our existing indebtedness or may require new or incremental collateral, and decreased operating revenues, which could increase our risk of default on our loans; • our dependence on our hotel managers, who may be facing similar challenges; and • cybersecurity incidents and disruptions to internal control procedures. 16 Table of Contents We face various risks posed by our acquisition activities.
Other factors that would negatively impact our ability to successfully operate, or that could otherwise significantly adversely impact and disrupt our business, financial performance and condition, operating results and cash flows, include: • sustained negative consumer or business sentiment, economic metrics (including inflation, unemployment levels, discretionary spending and declines in personal wealth) or demand for travel, which could further adversely impact demand for lodging; • increased labor costs, including due to inflation, reduced labor supply due to increased immigration enforcement or otherwise; • limited opportunities to acquire new properties or the need to dispose of properties to meet liquidity needs; • the scaling back or delay of a significant amount of planned capital expenditures, including planned renovation projects, which could adversely affect the value of our properties and guest experience at our properties; 16 Table of Content s • our ability to obtain bank lending or access the capital markets could deteriorate; • declines in our business performance or the general economy; • adverse political conditions; • extended government shutdowns; • new indebtedness that may contain more restrictive covenants, including as a result of sustained elevated interest rates as a response to increased inflation, than our existing indebtedness or may require new or incremental collateral, and decreased operating revenues, which could increase our risk of default on our loans; • our dependence on our hotel managers, who may be facing similar challenges; and • cybersecurity incidents and disruptions to internal control procedures.
Therefore, additional common stock issuances, directly or through convertible or exchangeable securities, warrants or options, will dilute the holdings of our existing common stockholders, 28 Table of Contents and such issuances or the perception of such issuances may reduce the market price of our common stock.
Therefore, additional common stock issuances, directly or through convertible or exchangeable securities, warrants or options, will dilute the holdings of our existing common stockholders, and such issuances or the perception of such issuances may reduce the market price of our common stock.
If any of our hotels are foreclosed on due to a default, our ability to pay cash distributions to our stockholders will be limited. Risks Related to the Spin-Off In connection with the spin-offs, Hilton and HGV indemnified us for certain liabilities.
If any of our hotels are foreclosed on due to a default, our ability to pay cash distributions to our stockholders will be limited. 25 Table of Content s Risks Related to the Spin-Off In connection with the spin-offs, Hilton and HGV indemnified us for certain liabilities.
If the Hilton brands become obsolete or consumers view them as unfashionable or lacking in consistency and quality, we may be unable to attract guests to our hotels, which could adversely affect our business, financial condition or results of operations.
If the Hilton brands become obsolete or consumers view them as 17 Table of Content s unfashionable or lacking in consistency and quality, we may be unable to attract guests to our hotels, which could adversely affect our business, financial condition or results of operations.
Additionally, if our joint ventures are unable to provide this information for any meaningful period or fail to meet expected deadlines, we may be unable to satisfy our financial reporting obligations or timely file our periodic reports, which could have a material adverse impact on our business, growth or liquidity, including our ability to access external sources of capital and our cost of capital.
Additionally, if our joint ventures are unable to provide this information for any meaningful period or fail to meet expected deadlines, we may be unable to satisfy our financial reporting obligations or timely file our periodic reports, which could have a material adverse impact on our business, growth or liquidity, including our ability to access external sources of capital and our cost of capital. 21 Table of Content s We depend on external sources of capital for future growth.
These third-party entities are subject to similar risks related to cybersecurity, privacy violations, business interruption, and system and employee failures and an attack against such third-party service provider or partner could have a material adverse effect on our business.
These third-party entities are subject to similar risks related to cybersecurity, privacy violations, business interruption, and system and employee failures and an attack against such third-party service provider or partner could have a material adverse effect on 19 Table of Content s our business.
In addition, if we fail to satisfy the covenants contained in the credit agreement that governs our senior unsecured credit facilities, our ability to borrow additional funds under the credit facilities may be 24 Table of Contents restricted.
In addition, if we fail to satisfy the covenants contained in the credit agreement that governs our senior unsecured credit facilities, our ability to borrow additional funds under the credit facilities may be restricted.
Furthermore, new tax legislation, administrative guidance or court decisions, in each instance potentially with retroactive 25 Table of Contents effect, could make it more difficult or impossible for us to qualify as a REIT.
Furthermore, new tax or other legislation, administrative guidance or court decisions, in each instance potentially with retroactive effect, could make it more difficult or impossible for us to qualify as a REIT.
We depend on external sources of capital for future growth. Any disruption to our ability to access capital at times and on terms reasonably acceptable to us may affect adversely our business and results of operations. Ownership of hotels is a capital-intensive business that requires significant capital expenditures to acquire, operate, maintain and renovate properties.
Any disruption to our ability to access capital at times and on terms reasonably acceptable to us may adversely affect our business and results of operations. Ownership of hotels is a capital-intensive business that requires significant capital expenditures to acquire, operate, maintain and renovate properties.
In addition, there can be no assurances that our Board, as permitted in the charter, will not decrease the Ownership Limitation to lower than 9.8% in the future.
In 28 Table of Content s addition, there can be no assurances that our Board, as permitted in the charter, will not decrease the Ownership Limitation to lower than 9.8% in the future.
We could be materially and adversely affected if any third-party hotel manager fails to provide quality services and amenities, fails to maintain a quality brand name or otherwise fails to manage our hotels in our best interest, and could be held financially responsible for the actions and inactions of our third-party hotel managers pursuant to our management agreements.
We could be materially and adversely affected if any third-party hotel manager fails to provide quality services and amenities, secure its data and systems, timely and accurately report financial results, maintain a quality brand name or otherwise fails to manage our hotels in our best interest, and could be held financially responsible for the actions and inactions of our third-party hotel managers pursuant to our management agreements.
If any of the foregoing were to occur, it could materially and adversely affect us. Cyber threats and the risk of cybersecurity incidents affecting our hotel managers' or our own information technology and systems, including third-party service providers, could materially adversely affect our business.
Cyber threats and the risk of cybersecurity incidents affecting our hotel managers’ or our own information technology and systems, including third-party service providers, could materially adversely affect our business.
There can also be no assurances that we will not experience future fluctuations in hotel revenues or earnings at our hotels due to inflation and other macroeconomic factors, local economic factors and demand, a potential economic slowdown or a recession and geopolitical conflicts.
There can also be no assurances that we will not experience future fluctuations in hotel revenues or earnings at our hotels due to inflation and other macroeconomic factors, local economic factors and demand, a potential economic slowdown or a recession and geopolitical conflicts or trends, including trade policy, travel barriers or changes in travel preferences for U.S. destinations.
The hotel industry is subject to extensive U.S. federal, state and local governmental regulations, including those relating to the service of alcoholic beverages, the preparation and sale of food, building and zoning requirements and data protection, cybersecurity and privacy.
Governmental regulation may adversely affect the operation of our properties and our Company as a whole. The hotel industry is subject to extensive U.S. federal, state and local governmental regulations, including those relating to the service of alcoholic beverages, the preparation and sale of food, building and zoning requirements and data protection, cybersecurity and privacy.
We are subject to U.S. federal and state income tax on the income earned by our TRSs. Finally, we have operations and assets in Puerto Rico that are subject to tax. Any of these taxes decrease cash available for distribution to our stockholders. Complying with REIT requirements may force us to borrow to make distributions to stockholders.
We are subject to U.S. federal and state income tax on the income earned by our 26 Table of Content s TRSs. Finally, we have operations and assets in Puerto Rico that are subject to tax. Any of these taxes decrease cash available for distribution to our stockholders.
Thus, the common stockholders bear the risk that our future issuances of debt or equity securities or our incurrence of additional borrowings will negatively affect the market price of our common stock. Item 1B. Unresolved Staff Comments. None. 29 Table of Contents
Thus, the common stockholders bear the risk that our future issuances of debt or equity securities or our incurrence of additional borrowings will negatively affect the market price of our common stock.
We have investments in joint venture projects, which limit our ability to manage third-party risks associated with these projects. In certain cases, we are minority participants and do not control the decisions of the joint ventures in which we are involved.
Any loss of this nature, whether insured or not, could materially adversely affect our results of operations and prospects. We have investments in joint venture projects, which limit our ability to manage third-party risks associated with these projects. In certain cases, we are minority participants and do not control the decisions of the joint ventures in which we are involved.
Some of these entities may have substantially greater financial resources than we do and may be able and willing to accept more risk than we believe we can prudently manage, which may reduce the number of suitable investment opportunities available to us or increase pricing of assets.
Some of these entities may have substantially greater financial resources than we do and may be able and willing to accept more risk than we believe we can prudently manage, which may reduce the number of suitable investment opportunities available to us or increase pricing of assets. 23 Table of Content s The lodging industry is subject to seasonal volatility, which is expected to contribute to fluctuations in our financial condition and results of operations.
As of December 31, 2024, hotels in Florida, Hawaii, Chicago, New York City, New Orleans and Boston represented approximately 63% of our room count, with our hotels in Florida and Hawaii alone representing greater than 32% of our room count and 39% of our total revenue in 2024.
As of December 31, 2025, hotels in Florida, Hawaii, Chicago, New York City, 20 Table of Content s New Orleans and Boston represented over 69% of our room count, with our hotels in Florida and Hawaii alone representing approximately 36% of our room count and over 39% of our total revenue in 2025.
Additionally, if a governmental authority seizes a hotel subject to a ground lease under its eminent domain power, we may only be entitled to a portion of any compensation awarded for the seizure. If we were to lose the right to use a hotel, we would be unable to derive income from such hotel, which could adversely affect us.
Additionally, if a governmental authority seizes a hotel subject to a ground lease under its eminent domain power, we may only be entitled to a portion of any compensation awarded for the seizure.
If the program deteriorates or materially changes in an adverse manner, or if currently tax-exempt program benefits become subject to taxation such that a material number of Hilton Honors members choose to no longer participate in the program, our business, financial condition or results of operations could be materially adversely affected. 17 Table of Contents Contractual and other disagreements with or involving our current and future third-party hotel managers and franchisors could make us liable to them or result in litigation costs or other expenses.
If the program deteriorates or materially changes in an adverse manner, or if currently tax-exempt program benefits become subject to taxation such that a material number of Hilton Honors members choose to no longer participate in the program, our business, financial condition or results of operations could be materially adversely affected.
The Code imposes a 100% excise tax on certain transactions between a TRS and its parent REIT that are not conducted on an arm’s-length basis. The 100% tax may apply, for example, to the extent that we were found to have charged our TRS lessees rent in excess of an arm’s-length rent.
The 100% tax may apply, for example, to the extent that we were found to have charged our TRS lessees rent in excess of an arm’s-length rent.
As we continue to invest and focus on corporate responsibility efforts 22 Table of Contents and initiatives that we believe are appropriate, we could also be criticized by ESG detractors for the scope or nature of our corporate responsibility initiatives or goals.
In recent years, diverse views about the value of environmental, social and governance (“ESG”) specific efforts have emerged from consumers and policymakers. As we continue to invest and focus on corporate responsibility efforts and initiatives that we believe are appropriate, we could also be criticized by ESG detractors for the scope or nature of our corporate responsibility initiatives or goals.
If we are forced to refinance these borrowings on less favorable terms or are unable to refinance these borrowings, our financial condition and results of operations could be adversely affected.
If the event of default is not cured or waived, it could result in our being required to repay these borrowings before their due date. If we are forced to refinance these borrowings on less favorable terms or are unable to refinance these borrowings, our financial condition and results of operations could be adversely affected.
Risks Related to Our Indebtedness Our indebtedness and other contractual obligations could adversely affect our financial condition, our ability to raise additional capital to fund our operations, our ability to operate our business, our ability to react to changes in the economy or our industry and our ability to pay our debts and could divert our cash flow from operations for debt payments.
If we fail to comply with the requirements of the ADA, we could be subject to fines, penalties, injunctive action, reputational harm and other business effects which could materially and negatively affect our performance and results of operations. 24 Table of Content s Risks Related to Our Indebtedness Our indebtedness and other contractual obligations could adversely affect our financial condition, our ability to raise additional capital to fund our operations, our ability to operate our business, our ability to react to changes in the economy or our industry and our ability to pay our debts and could divert our cash flow from operations for debt payments.
Changes to the U.S. federal income tax laws, including the possibility of comprehensive tax reform legislation, could have a material and adverse effect on us or our stockholders.
Changes to the U.S. federal income tax laws, including the possibility of comprehensive tax reform legislation, could have a material and adverse effect on us or our stockholders. We cannot predict whether, when, to what extent or with what effective dates new or revised U.S. federal tax laws, regulations, interpretations or rulings will be enacted or issued.
Any delay or failure on our part to identify, negotiate, finance on favorable terms, consummate and integrate such acquisitions could materially increase our costs or impede our growth. We may continue to seek to sell or otherwise dispose of certain hotels as we seek to pursue growth and diversification through prudent capital allocation.
Any delay or failure on our part to identify, negotiate, finance on favorable terms, consummate and integrate such acquisitions could materially increase our costs or impede our growth.
Heightened focus on corporate responsibility may constrain our business operations, impose additional costs and expose us to new risks that could adversely impact our results of operations, financial condition and the price of our securities. We are committed to corporate responsibility.
If we were to lose the right to use a hotel, we would be unable to derive income from such hotel, which could adversely affect us. 22 Table of Content s Heightened focus on corporate responsibility may constrain our business operations, impose additional costs and expose us to new risks that could adversely impact our results of operations, financial condition and the price of our securities.
From time to time, our taxable income may be greater than our cash flow available for distribution to stockholders. If we do not have other funds available in these situations, we may be unable to distribute substantially all of our taxable income as required by the REIT provisions of the Code.
If we do not have other funds available in these situations, we may be unable to distribute substantially all of our taxable income as required by the REIT provisions of the Code. In addition, we may be subject to limitations on the ability to use our net operating loss carryovers to offset taxable income that we do not distribute.
These options could increase our costs or reduce our equity. Our transactions with our TRSs may cause us to be subject to a 100% penalty tax on certain income or deductions if those transactions are not conducted on arm’s-length terms.
Our transactions with our TRSs may cause us to be subject to a 100% penalty tax on certain income or deductions if those transactions are not conducted on arm’s-length terms. The Code imposes a 100% excise tax on certain transactions between a TRS and its parent REIT that are not conducted on an arm’s-length basis.
Our failure to comply with the restrictive covenants described above, as well as other terms of our other indebtedness and/or the terms of any future indebtedness from time to time, could result in an event of default, which, if not cured or waived, could result in our being required to repay these borrowings before their due date.
Our failure to comply with the restrictive covenants described above, as well as other terms of our other indebtedness and/or the terms of any future indebtedness from time to time, could result in an event of default, as happened with the Hilton San Francisco Hotels (as defined below).
If a franchise license is terminated due to our failure to make required improvements or to otherwise comply with its terms, we also may be liable to the franchisor for a termination payment, which could materially and adversely affect our results of operations and profitability. 19 Table of Contents If we were to lose a brand license, the underlying value of a particular hotel could decline significantly (including from the loss of brand name recognition, marketing support, guest loyalty programs, brand manager or franchisor central reservation systems or other systems), which could require us to recognize an impairment on the hotel.
If we were to lose a brand license, the underlying value of a particular hotel could decline significantly (including from the loss of brand name recognition, marketing support, guest loyalty programs, brand manager or franchisor central reservation systems or other systems), which could require us to recognize an impairment on the hotel.
The lodging industry is subject to seasonal volatility, which is expected to contribute to fluctuations in our financial condition and results of operations. The lodging industry is typically seasonal in nature. The periods during which our properties experience higher revenues vary from property to property, depending principally upon location and the customer base served.
The lodging industry is typically seasonal in nature. The periods during which our properties experience higher revenues vary from property to property, depending principally upon location and the customer base served. This seasonality can be expected to cause periodic fluctuations in a hotel’s rooms revenues, occupancy levels, room rates and operating expenses.
See Note 7: "Debt" in our audited consolidated financial statements included elsewhere within this Annual Report on Form 10-K for further details. For tax purposes, a foreclosure of any of our hotels would be treated as a sale of the hotel for a purchase price equal to the outstanding balance of the debt secured by the mortgage.
For tax purposes, a foreclosure of any of our hotels would be treated as a sale of the hotel for a purchase price equal to the outstanding balance of the debt secured by the mortgage.
In addition, we may be subject to limitations on the ability to use our net operating loss carryovers to offset taxable income that we do not distribute. Thus, we could be required to borrow funds, raise additional equity capital, sell a portion of our assets at disadvantageous prices, issue securities or find another alternative to make distributions to stockholders.
Thus, we could be required to borrow funds, raise additional equity capital, sell a portion of our assets at disadvantageous prices, issue securities or find another alternative to make distributions to stockholders. These options could increase our costs or reduce our equity.
A key element of our business strategy is identifying and consummating acquisitions of additional hotels and portfolios.
We face various risks posed by our acquisition activities. An element of our business strategy is identifying and consummating acquisitions of additional hotels and portfolios.
We cannot predict whether, when, to what extent or with what effective dates new or revised U.S. federal tax laws, regulations, interpretations or rulings will be enacted or issued. 27 Table of Contents Risks Related to Ownership of Our Common Stock Anti-takeover provisions in our organizational documents and Delaware law might discourage or delay acquisition attempts for us that stockholders might consider favorable.
Risks Related to Ownership of Our Common Stock Anti-takeover provisions in our organizational documents and Delaware law might discourage or delay acquisition attempts for us that stockholders might consider favorable.
This seasonality can be expected to cause periodic fluctuations in a hotel’s rooms revenues, occupancy levels, room rates and operating expenses. We can provide no assurances that our cash flows will be sufficient to offset any shortfalls that occur as a result of these fluctuations.
We can provide no assurances that our cash flows will be sufficient to offset any shortfalls that occur as a result of these fluctuations. Consequently, volatility in our financial performance resulting from the seasonality of the lodging industry could adversely affect our financial condition and results of operations.
Although the cybersecurity incidents that we and our third-party partners have experienced to date have not had a material effect on our business, financial condition or results of operations, such incidents could have a material adverse effect on us in the future.
These cybersecurity threats, including as a result of any previous cybersecurity incidents, have not materially affected us, including our business, results of operations or financial condition within the last three years. However, such incidents could have a material adverse effect on us in the future.
Removed
Any loss of this nature, whether insured or not, could materially adversely affect our results of operations and prospects. In addition, we carry insurance to respond to both first-party and third-party liability losses related to terrorism under a program authorized by Congress following the September 11, 2001 terrorist attacks, which is set to expire in 2027.
Added
We may continue to seek to sell or otherwise dispose of certain hotels as we seek to pursue growth and diversification through prudent capital allocation, including our expectation to sell all our Non-Core hotels.
Removed
If the program is not extended or renewed upon its expiration in 2027, or if there are changes to the program that would negatively affect insurance carriers, premiums for terrorism insurance coverage will likely increase and/or the terms of such insurance may be materially amended to increase stated exclusions or to otherwise effectively decrease the scope of coverage available, perhaps to the point where it is effectively unavailable.
Added
Contractual and other disagreements with or involving our current and future third-party hotel managers and franchisors could make us liable to them or result in litigation costs or other expenses.
Removed
In recent years, diverse views about the value of environmental, social and governance ("ESG") specific efforts have emerged from consumers and policymakers.
Added
If any of the foregoing were to occur, it could materially and adversely affect us. We may be deemed to be a joint employer with our third-party hotel managers under certain new non-income tax laws, rules and regulations.
Removed
Consequently, volatility in our financial performance resulting from the seasonality of the lodging industry could adversely affect our financial condition and results of operations. Governmental regulation may adversely affect the operation of our properties and our Company as a whole.
Added
We do not directly employ or manage employees at any of our hotels, and our third-party managers are responsible for hiring, supervising and managing the labor force at our hotels. Recent legislative proposals introduced in certain states and local jurisdictions have included provisions requiring that hotel owners be deemed an employer of workers at our hotels.
Removed
If we fail to comply with the requirements of the ADA, we could be subject to fines, penalties, injunctive action, reputational harm and other business effects which could materially and negatively affect our performance and results of operations.
Added
Changes in laws or regulations relating to the employer relationship that result in a determination that 18 Table of Content s we are a “joint employer” with our hotel operators could subject us to liability for employment-related and other liabilities of our hotel operators and could cause us to incur other costs that have a material adverse effect on our business (including our qualification for taxation as a REIT), financial condition and results of operations.
Removed
For example, in June 2023, we ceased making debt service payments on the $725 million SF Mortgage Loan secured by the Hilton San Francisco Hotels, which was due November 2023, and in October 2023, the Hilton San Francisco Hotels were placed into receivership.
Added
While we may be entitled to damages if our third-party service providers fail to satisfy their cybersecurity-related obligations to us, any award may be insufficient to cover our damages, or we may be unable to recover such award. We and our third-party providers have experienced cybersecurity threats and incidents in the past and expect them to continue.
Removed
In October 2023, our effective exit from the two Hilton San Francisco Hotels that secured the SF Mortgage Loan resulted in such required distribution of our REIT taxable income. See Note 7: "Debt" in our audited consolidated financial statements included elsewhere within this Annual Report on Form 10-K for further details.
Added
If a franchise license is terminated due to our failure to make required improvements or to otherwise comply with its terms, we also may be liable to the franchisor for a termination payment, which could materially and adversely affect our results of operations and profitability.
Added
We are subject to risks associated with the employment of hotel personnel, particularly with hotels that employ unionized labor, which could increase our operating costs, reduce the flexibility of our hotel managers to adjust the size of the workforce at our hotels and could materially and adversely affect our revenues and profitability.
Added
We are currently 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 and against whom we allege, among other things, breach of the same ground lease(s).
Added
Complying with REIT requirements may force us to borrow to make distributions to stockholders. From time to time, our taxable income may be greater than our cash flow available for distribution to stockholders.

Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

7 edited+0 added−0 removed9 unchanged
Biggest changeAlthough we have experienced cybersecurity incidents, to date, none have had a material adverse effect on us.
Biggest changeAs of February 20, 2026, we have not experienced any material risks from cybersecurity threats, including as a result of any previous cybersecurity incidents or threats. Although we have experienced cybersecurity incidents, to date, none have had a material adverse effect on us.
Risk Factors - Risks Related to Our Business - Cyber threats and the risk of cybersecurity incidents affecting our hotel managers' or our own information technology and systems, including third-party service providers, could materially adversely affect our business" included elsewhere within this Annual Report on Form 10-K.
Risk Factors - Risks Related to Our Business - Cyber threats and the risk of cybersecurity incidents affecting our hotel managers’ or our own information technology and systems, including third-party service providers, could materially adversely affect our business” included elsewhere within this Annual Report on Form 10-K.
Management and Board Oversight Our Chief Financial Officer ("CFO") has significant work experience related to information security issues and oversight and is the executive officer that oversees our cybersecurity program, which includes the implementation of controls to identify threats, detect attacks and protect our information assets.
Management and Board Oversight Our Chief Financial Officer (“CFO”) has significant work experience related to information security issues and oversight and is the executive officer that oversees our cybersecurity program, which includes the implementation of controls to identify threats, detect attacks and protect our information assets.
Any compromises of our own network or the networks of our hotel managers or third-party service providers could materially affect our business, financial condition and results of operations. For a discussion of our cybersecurity risks, refer to "Part I - Item 1A.
Any compromises of our own network or the networks of our hotel managers or third-party service providers could materially affect our business, financial condition and results of operations. For a discussion of our cybersecurity risks, refer to “Part I - Item 1A.
Processes for Assessing, Identifying and Managing Material Risks from Cybersecurity Threats Park's Audit Committee oversees its cybersecurity risk assessment, risk management and risk mitigation policies and programs. Park's Enterprise Risk Management ("ERM") Committee reports to the Audit Committee and is responsible for identifying Park's cybersecurity risks.
Processes for Assessing, Identifying and Managing Material Risks from Cybersecurity Threats Park’s Audit Committee oversees its cybersecurity risk assessment, risk management and risk mitigation policies and programs. Park’s Enterprise Risk Management (“ERM”) Committee reports to the Audit Committee and is responsible for identifying Park’s cybersecurity risks.
We carry insurance that helps provide protection against the potential losses arising from cybersecurity incidents, although we may incur expenses and losses related to a cybersecurity incident that are not covered by insurance or are in excess of our insurance coverage. 30 Table of Contents
We carry insurance that helps provide protection against the potential losses arising from cybersecurity incidents, although we may incur expenses and losses related to a cybersecurity incident that are not covered by insurance or are in excess of our insurance coverage. 30 Table of Content s
The ERM Committee reports to the Audit Committee at least annually on the Company's enterprise risk management and will report cybersecurity incidents to the Audit Committee as they occur, if material.
The ERM Committee reports to the Audit Committee at least annually on the Company’s enterprise risk management and will report cybersecurity incidents to the Audit Committee as they occur, if material. The Audit Committee will inform the full Board regarding significant cybersecurity incidents, as appropriate.

Item 2. Properties

Properties — owned and leased real estate

2 edited+0 added−1 removed0 unchanged
Biggest changeOur Properties (1) The following table provides a list of our portfolio as of February 20, 2025: Location Type (2) Ownership Percentage Rooms California DoubleTree Hotel San Jose FS 100% 505 DoubleTree Hotel Ontario Airport FS 67% 482 Hyatt Regency Mission Bay Spa and Marina GL 100% 438 Hilton Santa Barbara Beachfront Resort FS 50% 360 JW Marriott San Francisco Union Square GL 100% 344 Hyatt Centric Fisherman's Wharf FS 100% 316 DoubleTree Hotel San Diego – Mission Valley GL 100% 300 DoubleTree Hotel Sonoma Wine Country GL 100% 245 Juniper Hotel Cupertino, Curio Collection FS 100% 224 Hilton Checkers Los Angeles FS 100% 193 Colorado Hilton Denver City Center FS (3) 100% 613 DoubleTree Hotel Durango GL 100% 159 District of Columbia Capital Hilton JV, FS 25% 559 Florida Hilton Orlando JV, FS 20% 1,424 Signia by Hilton Orlando Bonnet Creek FS 100% 1,009 Hilton Orlando Lake Buena Vista GL 100% 814 Waldorf Astoria Orlando FS 100% 502 Royal Palm South Beach Miami, a Tribute Portfolio Resort FS 100% 393 Casa Marina Key West, Curio Collection FS 100% 311 The Reach Key West, Curio Collection FS 100% 150 Hawaii Hilton Hawaiian Village Waikiki Beach Resort FS (3) 100% 2,872 Hilton Waikoloa Village FS (3) 100% 653 Illinois Hilton Chicago FS 100% 1,544 The Wade (4) FS 100% 520 The Midland Hotel, a Tribute Portfolio Hotel (5) FS 100% 403 Louisiana Hilton New Orleans Riverside FS (3) 100% 1,622 Massachusetts Hilton Boston Logan Airport GL 100% 604 Hyatt Regency Boston FS 100% 502 Boston Marriott Newton FS 100% 430 Missouri Embassy Suites Kansas City Plaza GL 100% 266 New Jersey Hilton Short Hills FS 100% 314 31 Table of Contents Location Type (2) Ownership Percentage Rooms New York New York Hilton Midtown FS (3) 100% 1,878 Puerto Rico Caribe Hilton FS (3) 100% 652 Texas Embassy Suites Austin Downtown South Congress GL 100% 262 Utah Hilton Salt Lake City Center GL 100% 500 Virginia DoubleTree Hotel Washington DC – Crystal City FS 100% 627 Hilton McLean Tysons Corner FS 100% 458 Embassy Suites Alexandria Old Town JV, FS (3) 50% 288 Washington DoubleTree Hotel Seattle Airport GL 100% 850 Hilton Seattle Airport & Conference Center GL 100% 396 Total 24,982 ____________________________________________________________________________________ (1) Excludes the two Hilton San Francisco Hotels that were placed into receivership in October 2023.
Biggest changeOur Properties The following table provides a list of our portfolio as of February 20, 2026: Location Type (1) Ownership Percentage Rooms Consolidated Core Hotels California Hyatt Regency Mission Bay Spa and Marina GL 100% 438 Hilton Santa Barbara Beachfront Resort FS 50% 360 JW Marriott San Francisco Union Square GL 100% 344 Juniper Hotel Cupertino, Curio Collection FS 100% 224 Colorado Hilton Denver City Center FS (2) 100% 613 Florida Signia by Hilton Orlando Bonnet Creek FS 100% 1,009 Waldorf Astoria Orlando FS 100% 502 Royal Palm South Beach Miami, a Tribute Portfolio Resort FS 100% 393 Casa Marina Key West, Curio Collection FS 100% 311 The Reach Key West, Curio Collection FS 100% 150 Hawaii Hilton Hawaiian Village Waikiki Beach Resort FS (2) 100% 2,872 Hilton Waikoloa Village FS (2) 100% 661 Illinois Hilton Chicago FS 100% 1,544 Louisiana Hilton New Orleans Riverside FS (2) 100% 1,622 Massachusetts Hilton Boston Logan Airport GL 100% 604 Hyatt Regency Boston FS 100% 502 New York New York Hilton Midtown FS (2) 100% 1,878 Puerto Rico Caribe Hilton FS (2) 100% 652 Virginia DoubleTree Hotel Washington DC – Crystal City FS 100% 627 Hilton McLean Tysons Corner FS 100% 458 15,764 Consolidated Non-Core Hotels California DoubleTree Hotel San Jose FS 100% 505 DoubleTree Hotel Ontario Airport FS 67% 482 DoubleTree Hotel San Diego – Mission Valley GL 100% 300 Colorado DoubleTree Hotel Durango GL 100% 159 Florida Hilton Orlando Lake Buena Vista GL 100% 814 31 Table of Content s Location Type (1) Ownership Percentage Rooms Illinois The Wade (3) FS 100% 520 The Midland Hotel, a Tribute Portfolio Hotel (4) FS 100% 403 Massachusetts Boston Marriott Newton FS 100% 430 New Jersey Hilton Short Hills FS 100% 314 Texas Embassy Suites Austin Downtown South Congress GL 100% 262 Utah Hilton Salt Lake City Center GL 100% 500 Washington Hilton Seattle Airport & Conference Center GL 100% 396 5,085 Unconsolidated Joint Ventures Florida Hilton Orlando (5) JV, FS 20% 1,424 Virginia Embassy Suites Alexandria Old Town JV, FS (2) 50% 288 1,712 Total 22,561 ____________________________________________________________________________________ (1) “FS” refers to fee simple ownership interest; “GL” refers to ground lease; “JV” refers to unconsolidated joint venture.
(2) “FS” refers to fee simple ownership interest; “GL” refers to ground lease; “JV” refers to unconsolidated joint venture. (3) Certain portions of land or facilities are subject to lease. (4) In February 2025, the W Chicago – Lakeshore was converted to The Wade.
(2) Certain portions of land or facilities are subject to lease. (3) In February 2025, the W Chicago – Lakeshore was converted to The Wade. (4) In January 2025, the W Chicago – City Center was converted to The Midland Hotel, a Tribute Portfolio Hotel. (5) Included in our Core portfolio.
Removed
(5) In January 2025, the W Chicago – City Center was converted to The Midland Hotel, a Tribute Portfolio Hotel.

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

1 edited+0 added−0 removed5 unchanged
Biggest changeSee “Spin-off Related Agreements – Distribution Agreement” and “– Tax Matters Agreement” and Note 15: "Commitments and Contingencies" in our audited consolidated financial statements included elsewhere within this Annual Report on Form 10-K for additional information. Item 4. Mine Safety Disclosures. Not applicable. 32 Table of Contents PART II
Biggest changeSee “Spin-off Related Agreements – Distribution Agreement” and “– Tax Matters Agreement” and Note 15: “Commitments and Contingencies” in our audited consolidated financial statements included elsewhere within this Annual Report on Form 10-K for additional information. Item 4. Mine Safety Disclosures. Not applicable. 32 Table of Content s PART II

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

7 edited+1 added−1 removed7 unchanged
Biggest changeUnregistered Sales of Equity Securities and Use of Proceeds We did not sell any equity securities during the fiscal year ended December 31, 2024 that were not registered under the Securities Act of 1933, as amended. 34 Table of Contents Purchases of Equity Securities by the Issuer and Affiliate Purchasers Period Total number of shares purchased (1) Weighted average price paid per share (2) Total number of shares purchased as part of publicly announced plans or programs (3) Maximum number (or approximate dollar value) of common shares that may yet be purchased under the plans or programs (3) (in millions) January 1, 2024 through January 31, 2024 — $ — — $ 150 February 1, 2024 through February 29, 2024 162,539 $ 15.39 — $ 150 March 1, 2024 through March 31, 2024 — $ — — $ 150 April 1, 2024 through April 30, 2024 106 $ 17.12 — $ 150 May 1, 2024 through May 31, 2024 1,483 $ 15.95 — $ 150 June 1, 2024 through June 30, 2024 1,663,340 $ 15.01 1,662,959 $ 125 July 1, 2024 through July 31, 2024 260 $ 14.48 — $ 125 August 1, 2024 through August 31, 2024 2,524,173 $ 13.85 2,524,001 $ 90 September 1, 2024 through September 30, 2024 242 $ 14.44 — $ 90 October 1, 2024 through October 31, 2024 57 $ 14.44 — $ 90 November 1, 2024 through November 30, 2024 1,846,863 $ 14.30 1,846,660 $ 64 December 1, 2024 through December 31, 2024 2,015,436 $ 14.84 2,015,436 $ 34 Total 8,214,499 8,049,056 ____________________________________________________________________________________ (1) The number of shares purchased represents shares of common stock repurchased under the applicable previously announced stock repurchase program as well as 165,443 shares of common stock surrendered by certain of our employees to satisfy their federal and state tax obligations associated with the vesting of restricted common stock.
Biggest changeUnregistered Sales of Equity Securities and Use of Proceeds We did not sell any equity securities during the fiscal year ended December 31, 2025 that were not registered under the Securities Act of 1933, as amended. 34 Table of Content s Purchases of Equity Securities by the Issuer and Affiliate Purchasers Period Total number of shares purchased (1) Weighted average price paid per share (2) Total number of shares purchased as part of publicly announced plans or programs (3) Maximum number (or approximate dollar value) of common shares that may yet be purchased under the plans or programs (3) (in millions) January 1, 2025 through January 31, 2025 1,430,264 $ 14.00 1,430,264 $ 14 February 1, 2025 through February 28, 2025 178,986 $ 12.73 — $ 300 March 1, 2025 through March 31, 2025 2,085,011 $ 11.97 2,085,011 $ 275 April 1, 2025 through April 30, 2025 106 $ 9.36 — $ 275 May 1, 2025 through May 31, 2025 103 $ 10.26 — $ 275 June 1, 2025 through June 30, 2025 431 $ 10.13 — $ 275 July 1, 2025 through July 31, 2025 181 $ 10.83 — $ 275 August 1, 2025 through August 31, 2025 402 $ 10.33 — $ 275 September 1, 2025 through September 30, 2025 169 $ 12.00 — $ 275 October 1, 2025 through October 31, 2025 2,918 $ 11.09 — $ 275 November 1, 2025 through November 30, 2025 150 $ 9.97 — $ 275 December 1, 2025 through December 31, 2025 — $ — — $ 275 Total 3,698,721 3,515,275 ____________________________________________________________________________________ (1) The number of shares purchased represents shares of common stock repurchased under the applicable previously announced stock repurchase programs as well as 183,446 shares of common stock surrendered by certain of our employees to satisfy their federal and state tax obligations associated with the vesting of restricted common stock.
Stock Repurchase Program In February 2025, our Board terminated a previous $300 million stock repurchase program that was approved in February 2023 (the "February 2023 Stock Repurchase Program") and authorized and approved a new stock repurchase program allowing us to repurchase up to $300 million of our common stock over a two-year period ending in February 2027 (the "February 2025 Stock Repurchase Program"), subject to any applicable limitations or restrictions set forth in our credit facility and indentures related to our senior notes.
Stock Repurchase Program In February 2025, our Board terminated a previous $300 million stock repurchase program that was approved in February 2023 (the “February 2023 Stock Repurchase Program”) and authorized and approved a new stock repurchase program allowing us to repurchase up to $300 million of our common stock over a two-year period ending in February 2027 (the “February 2025 Stock Repurchase Program”), subject to any applicable limitations or restrictions set forth in our credit facility and indentures related to our senior notes.
When determining the amount of future distributions, we expect that our Board will consider, among other factors, (1) the amount required to be distributed to maintain our status as a REIT, (2) any limitations on our ability to make distributions contained in the indentures for our senior notes and credit facility, (3) the amount of cash generated from our operating activities, (4) our expectations of future cash flows, (5) our determination of near-term cash needs for debt repayments, existing or future share repurchases, and selective acquisitions of new properties, (6) the timing of significant capital investments and expenditures and the establishment of any cash reserves, (7) our ability to continue to access additional sources of capital, and (8) the sufficiency of legally available assets. 33 Table of Contents Share Performance Graph The following graph compares our cumulative total stockholder return since December 31, 2019 against the cumulative total returns of the National Association of Real Estate Investment Trust (“Nareit”) Equity Index and the Standard and Poor’s MidCap 400 Index (“S&P 400 Index”).
When determining the amount of future distributions, we expect that our Board will consider, among other factors, (1) the amount required to be distributed to maintain our status as a REIT, (2) any limitations on our ability to make distributions contained in the indentures for our senior notes and credit facility, (3) the amount of cash generated from our operating activities, (4) our expectations of future cash flows, (5) our determination of near-term cash needs for debt repayments, existing or future share repurchases, and selective acquisitions of new properties, (6) the timing of significant capital investments and expenditures and the establishment of any cash reserves, (7) our ability to continue to access additional sources of capital, and (8) the sufficiency of legally available assets. 33 Table of Content s Share Performance Graph The following graph compares our cumulative total stockholder return since December 31, 2020 against the cumulative total returns of the National Association of Real Estate Investment Trust (“Nareit”) Equity Index and the Standard and Poor’s MidCap 400 Index (“S&P 400 Index”).
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities. Market Information Our common stock trades on the NYSE under the symbol "PK". Shareholder Information At February 14, 2025, we had 15 holders of record of our common stock.
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities. Market Information Our common stock trades on the NYSE under the symbol “PK”. Shareholder Information At February 13, 2026, we had 16 holders of record of our common stock.
(3) On February 17, 2023, our Board of Directors authorized and approved a $300 million stock repurchase program. On February 14, 2025, the Board of Directors terminated this stock repurchase program and authorized and approved a new $300 million stock repurchase program, which expires on February 19, 2027.
(3) The stock repurchase program authorized on February 17, 2023, which allowed for the repurchase of up to $300 million of our common stock was terminated on February 14, 2025 upon the authorization of a new $300 million stock repurchase program, which expires on February 19, 2027.
The graph assumes an initial investment of $100 in our common stock and each of the indexes on December 31, 2019, and that all dividends and other distributions were reinvested. 12/31/2019 12/31/2020 12/31/2021 12/31/2022 12/31/2023 12/31/2024 Park Hotels and Resorts Inc. $ 100.00 $ 71.64 $ 78.86 $ 49.35 $ 67.71 $ 72.35 S&P 400 Index 100.00 111.81 137.76 117.81 134.83 151.28 Nareit Equity Index 100.00 92.00 131.78 99.67 113.35 123.25 This performance graph shall not be deemed "filed" for the purposes of Section 18 of the Exchange Act, or incorporated by reference into any filing by us under the Securities Act, except as shall be expressly set forth by specific reference in such filing.
The graph assumes an initial investment of $100 in our common stock and each of the indexes on December 31, 2020, and that all dividends and other distributions were reinvested. 12/31/2020 12/31/2021 12/31/2022 12/31/2023 12/31/2024 12/31/2025 Park Hotels and Resorts Inc. $ 100.00 $ 110.09 $ 68.89 $ 94.52 $ 101.00 $ 84.35 S&P 400 Index 100.00 123.21 105.37 120.59 135.30 143.29 Nareit Equity Index 100.00 143.24 108.34 123.21 133.97 137.83 This performance graph shall not be deemed “filed” for the purposes of Section 18 of the Exchange Act, or incorporated by reference into any filing by us under the Securities Act, except as shall be expressly set forth by specific reference in such filing.
During the year ended December 31, 2024, we repurchased approximately 8.0 million shares of our common stock under the 2023 Stock Repurchase Program for a total purchase price of $116 million, and as of December 31, 2024, prior to the termination of the February 2023 Stock Repurchase program, $34 million remained available for stock repurchases.
During the year ended December 31, 2025, we repurchased 3.5 million shares of our common stock, including 1.4 million shares under the February 2023 Stock Repurchase Program and 2.1 million shares under the February 2025 Stock Repurchase Program, for a total purchase price of $45 million.
Removed
As of February 20, 2025, no shares of our common stock have been repurchased under the new February 2025 Stock Repurchase Program. Item 6. [Reserved] 35 Table of Contents
Added
As of December 31, 2025, $275 million remained available for stock repurchases under the February 2025 Stock Repurchase Program.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

68 edited+24 added−24 removed63 unchanged
Biggest changeThe following table provides a reconciliation of Net income attributable to stockholders to Nareit FFO attributable to stockholders and Adjusted FFO attributable to stockholders: Year Ended December 31, 2024 2023 (in millions, except per share amounts) Net income attributable to stockholders $ 212 $ 97 Depreciation and amortization expense 257 287 Depreciation and amortization expense attributable to noncontrolling interests (4) (4) Gain on sales of assets, net (8) (15) Gain on sale of assets, net, attributable to noncontrolling interests 5 — Gain on derecognition of assets (1) (60) (221) Gain on sale of investments in affiliates (2) (19) (3) Impairment loss 12 202 Equity investment adjustments: Equity in earnings from investments in affiliates (3) (12) (11) Pro rata FFO of investments in affiliates 16 14 Nareit FFO attributable to stockholders 399 346 Casualty loss 2 2 Share-based compensation expense 19 18 Interest expense associated with hotels in receivership (1) 60 20 Release of deferred tax valuation allowance (54) — Other items (4) 4 53 Adjusted FFO attributable to stockholders $ 430 $ 439 Nareit FFO per share – Diluted (5) $ 1.91 $ 1.61 Adjusted FFO per share – Diluted (5) $ 2.06 $ 2.04 ____________________________________________________________________________________ (1) For the year ended December 31, 2024, represents accrued interest expense associated with the default of the SF Mortgage Loan, which is offset by a gain on derecognition for the corresponding increase of the contract asse t on our consolidated balance sheets, as we expect to be released from this obligation upon final resolution with the lender.
Biggest changeThe following table provides a reconciliation of Net (loss) income attributable to stockholders to Nareit FFO attributable to stockholders and Adjusted FFO attributable to stockholders: Year Ended December 31, 2025 2024 (in millions, except per share amounts) Net (loss) income attributable to stockholders $ (283) $ 212 Depreciation and amortization expense 336 257 Depreciation and amortization expense attributable to noncontrolling interests (3) (4) Gain on sales of assets, net (1) (18) (27) Gain on sale of assets, net, attributable to noncontrolling interests — 5 Gain on derecognition of assets (2) (58) (60) Impairment loss 318 12 Equity investment adjustments: Equity in earnings from investments in affiliates (3) (4) (12) Pro rata FFO of investments in affiliates 7 16 Nareit FFO attributable to stockholders 295 399 Share-based compensation expense 19 19 Interest expense associated with hotels in receivership (2) 58 60 Release of deferred tax valuation allowance — (54) Other items 22 6 Adjusted FFO attributable to stockholders $ 394 $ 430 Nareit FFO per share – Diluted (4) $ 1.47 $ 1.91 Adjusted FFO per share – Diluted (4) $ 1.97 $ 2.06 ____________________________________________________________________________________ (1) For the year ended December 31, 2025, includes a $16 million gain on the sale of our ownership interest in the Capital Hilton included in other gain (loss), net .
Investing Activities The $166 million in net cash used in investing activities for the year ended December 31, 2024 was primarily attributable to $227 million of capital expenditures, partially offset by $30 million of net distributions from unconsolidated affiliates primarily related to the sale of the Hilton La Jolla Torrey Pines and $31 million of net proceeds from the sale of the DoubleTree Hotel Spokane City Center.
The $166 million in net cash used in investing activities for the year ended December 31, 2024 was primarily attributable to $227 million of capital expenditures, partially offset by $30 million of net distributions from unconsolidated affiliates primarily related to the sale of the Hilton La Jolla Torrey Pines and $31 million of net proceeds from the sale of the DoubleTree Hotel Spokane City Center.
Financing Activities The $573 million in net cash used in financing activities for the year ended December 31, 2024 was primarily attributable to $672 million of debt repayments, $512 million of dividends paid and the repurchase of approximately 8.0 million shares of our common stock for $116 million, offset by the issuance of $550 million of 2030 Senior Notes and the $200 million 2024 Term Loan.
The $573 million in net cash used in financing activities for the year ended December 31, 2024 was primarily attributable to $672 million of debt repayments, $512 million of dividends paid and the repurchase of approximately 8.0 million shares of our common stock for $116 million, offset by the issuance of $550 million of 2030 Senior Notes and the $200 million 2024 Term Loan.
Refer to Note 7: "Debt" in our audited consolidated financial statements included elsewhere within this Annual Report on Form 10-K for additional information. We may also take actions to improve our liquidity, such as the issuance of additional debt, equity or equity-linked securities, if we determine that doing so would be beneficial to us.
Refer to Note 7: “Debt” in our audited consolidated financial statements included elsewhere within this Annual Report on Form 10-K for additional information. We may also take actions to improve our liquidity, such as the issuance of additional debt, equity or equity-linked securities, if we determine that doing so would be beneficial to us.
Income tax benefit (expense) During the year ended December 31, 2024, we recognized an income tax benefit of $61 million, which was primarily related to the release of $54 million of the valuation allowance on our deferred tax assets that we now believe to be realizable and $19 million of income tax expense that is no longer expected to be incurred primarily associated with the effective exit from the Hilton San Francisco Hotels.
During the year ended December 31, 2024, we recognized an income tax benefit of $61 million, primarily related to the release of $54 million of the valuation allowance on our deferred tax assets that we now believe to be realizable and $19 million of income tax expense that was no longer expected to be incurred primarily associated with the effective exit from the Hilton San Francisco Hotels.
EBITDA, Adjusted EBITDA and Hotel Adjusted EBITDA EBITDA, presented herein, reflects net income excluding depreciation and amortization, interest income, interest expense, income taxes and also interest income and expense, income tax and depreciation and amortization included in equity in earnings from investments in affiliates.
EBITDA, Adjusted EBITDA and Hotel Adjusted EBITDA EBITDA, presented herein, reflects net (loss) income excluding depreciation and amortization, interest income, interest expense, income taxes and also interest income and expense, income tax and depreciation and amortization included in equity in earnings from investments in affiliates.
We believe that of our significant accounting policies, which are described in Note 2: "Basis of Presentation and Summary of Significant Accounting Policies" in our audited consolidated financial statements included elsewhere within this Annual Report on Form 10-K, the following accounting policies are critical because they involve a higher degree of judgment, and the estimates required to be made were based on assumptions that are inherently uncertain.
We believe that of our significant accounting policies, which are described in Note 2: “Basis of Presentation and Summary of Significant Accounting Policies” in our audited consolidated financial statements included elsewhere within this Annual Report on Form 10-K, the following accounting policies are critical because they involve a higher degree of judgment, and the estimates required to be made were based on assumptions that are inherently uncertain.
Stock Repurchase Program In February 2025, our Board terminated a previous $300 million stock repurchase program that was approved in February 2023 (the "February 2023 Stock Repurchase Program") and authorized and approved a new stock repurchase program allowing us to repurchase up to $300 million of our common stock over a two-year period ending in February 2027 (the "February 2025 Stock Repurchase Program"), subject to any applicable limitations or restrictions set forth in our credit facility and indentures related to our senior notes.
Stock Repurchase Program In February 2025, our Board of Directors terminated a previous $300 million stock repurchase program that was approved in February 2023 (the “February 2023 Stock Repurchase Program”) and authorized and approved a new stock repurchase program allowing us to repurchase up to $300 million of our common stock over a two-year period ending in February 2027 (the “February 2025 Stock Repurchase Program”), subject to any applicable limitations or restrictions set forth in our credit facility and indentures related to our senior notes.
Our Operating Company, PK Domestic and PK Finance also 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 2030 Senior Notes in May 2024.
Our Operating Company, PK Domestic, and PK Finance also 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.
For the discussion and analysis of our 2022 financial condition and results of operations compared to 2023, refer to Item 7., “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of our Annual Report on Form 10-K for the year ended December 31, 2023.
For the discussion and analysis of our 2023 financial condition and results of operations compared to 2024, refer to Item 7., “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of our Annual Report on Form 10-K for the year ended December 31, 2024.
As we place new assets into service, we will be required to recognize additional depreciation expense on those assets. 38 Table of Contents Key Business Metrics Used by Management Occupancy Occupancy represents the total number of room nights sold divided by the total number of room nights available at a hotel or group of hotels.
As we place new assets into service, we will be required to recognize additional depreciation expense on those assets. 38 Table of Content s Key Business Metrics Used by Management Occupancy Occupancy represents the total number of room nights sold divided by the total number of room nights available at a hotel or group of hotels.
Expenses Principal Components Rooms . These costs include housekeeping, reservation systems, room supplies, laundry services at our hotels and front desk costs. Food and beverage . These costs primarily include food, beverage and the associated labor and will correlate closely with food and beverage revenues. 37 Table of Contents Other departmental and support .
Expenses Principal Components Rooms . These costs include housekeeping, reservation systems, room supplies, laundry services at our hotels and front desk costs. Food and beverage . These costs primarily include food, beverage and the associated labor and will correlate closely with food and beverage revenues. 37 Table of Content s Other departmental and support .
If the entity in which we hold an interest does not meet the definition of a VIE, we evaluate whether we have a controlling financial interest through our voting interest in the entity. Changes to judgments used in evaluating our partnerships and other investments could materially affect our consolidated financial statements.
If the entity in which we hold an interest does not meet the definition of a VIE, 49 Table of Content s we evaluate whether we have a controlling financial interest through our voting interest in the entity. Changes to judgments used in evaluating our partnerships and other investments could materially affect our consolidated financial statements.
As a pure-play real estate company with direct access to capital and independent financial resources, we believe our enhanced ability to implement compelling return on investment initiatives within our portfolio represents a significant embedded growth opportunity.
As a pure-play real estate company with direct access to capital and independent financial resources, we believe our enhanced ability to implement compelling return on investment initiatives represents a significant embedded growth opportunity, particularly for our Core portfolio.
GAAP requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities as of the date of our financial statements, the reported amounts of revenues and expenses during the reporting periods and the related disclosures in our historical consolidated financial statements and accompanying footnotes.
GAAP requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities as of the date of our financial statements, the reported amounts of revenues and expenses during the reporting periods and the related disclosures in our historical consolidated 48 Table of Content s financial statements and accompanying footnotes.
In addition, we declared a first quarter dividend of $0.25 per share in February 2025 to be paid on April 15, 2025 to stockholders of record as of March 31, 2025. Many of the other expenses associated with our hotels are relatively fixed, including portions of rent expense, property taxes and insurance.
In addition, we declared a first quarter dividend of $0.25 per share in February 2026 to be paid on April 15, 2026 to stockholders of record as of March 31, 2026. Many of the other expenses associated with our operations are relatively fixed, including portions of rent expense, property taxes, insurance and interest expense on our debt.
Our presentation may not be comparable to FFO reported by other REITs that do not define the terms in accordance with the current Nareit definition, or that interpret the current Nareit 41 Table of Contents definition differently than we do.
Our presentation may not be comparable to FFO reported by other REITs that do not define the terms in accordance with the current Nareit definition, or that interpret the current Nareit definition differently than we do.
Refer to Note 8: "Fair Value Measurements" in our audited consolidated financial statements included elsewhere within this Annual Report on Form 10-K for additional information.
Refer to Note 8: “Fair Value Measurements” in our audited consolidated financial statements included elsewhere within this Annual Report on Form 10-K for additional information.
Other (loss) gain, net During the year ended December 31, 2024, we recognized a loss of approximately $4 million, which was primarily related to the write-off of the remaining unamortized deferred financing costs associated with the repurchase and redemption of all the 2025 Senior Notes.
During the year ended December 31, 2024, we recognized a loss of $4 million, primarily related to the write-off of the remaining unamortized deferred financing costs associated with the repurchase and redemption of all the 2025 Senior Notes.
During 2024, we declared dividends of $1.40 per share, including our fourth quarter dividend of $0.65 that was paid on January 15, 2025 to stockholders of record as of December 31, 2024 based on 2024 operating results.
During 2025, we declared dividends of $1.00 per share, including our fourth quarter dividend of $0.25 that was paid on January 15, 2026 to stockholders of record as of December 31, 2025 based on 2025 operating results.
Equity in earnings from investments in affiliates Equity in earnings from investments in affiliates increased $20 million for the year ended December 31, 2024 primarily due to a $19 million gain from the sale of the Hilton La Jolla Torrey Pines.
Equity in earnings from investments in affiliates Equity in earnings from investments in affiliates decreased $27 million for the year ended December 31, 2025 compared to 2024 primarily due to a $19 million gain from the sale of the Hilton La Jolla Torrey Pines in 2024.
Interest expense associated with our debt for the years ended December 31, 2024 and 2023 were as follows: Year Ended December 31, 2024 2023 Percent Change (in millions) HHV Mortgage Loan (1) $ 55 $ 55 — % Other mortgage loans 17 19 (10.5) % Revolver 3 4 (25.0) % 2024 Term Loan 9 — 100.0 % 2025 Senior Notes (2) 19 49 (61.2) % 2028 Senior Notes (2) 43 43 — % 2029 Senior Notes (2) 36 36 — % 2030 Senior Notes 24 — 100.0 % Other 8 1 700.0 % Total interest expense $ 214 $ 207 3.4 % ____________________________________________________________________________________ (1) In October 2016, we entered into a $1.275 billion CMBS loan secured by the Hilton Hawaiian Village Waikiki Beach Resort (“HHV Mortgage Loan”).
Interest expense Interest expense associated with our debt for the years ended December 31, 2025 and 2024 were as follows: Year Ended December 31, 2025 2024 Percent Change (in millions) HHV Mortgage Loan (1) $ 55 $ 55 — % Other mortgage loans 16 17 (5.9) % Revolver (2) 3 3 — % 2024 Term Loan (3) 13 9 44.4 % 2025 Delayed Draw Term Loan (4) 1 — 100.0 % 2025 Senior Notes (5) — 19 (100.0) % 2028 Senior Notes (5) 43 43 — % 2029 Senior Notes (5) 36 36 — % 2030 Senior Notes (5) 38 24 58.3 % Other 4 8 (50.0) % Total interest expense $ 209 $ 214 (2.3) % ____________________________________________________________________________________ (1) In October 2016, we entered into a $1.275 billion CMBS loan secured by the Hilton Hawaiian Village Waikiki Beach Resort (“HHV Mortgage Loan”).
Basis of Presentation The consolidated financial statements reflect our financial position, results of operations and cash flows, in conformity with U.S. generally accepted accounting principles (“U.S. GAAP”). Refer to Note 2: "Basis of Presentation and Summary of Significant Accounting Policies" in our audited consolidated financial statements included elsewhere within this Annual Report on Form 10-K for additional information.
Refer to Note 14: “Business Segment Information” in our audited consolidated financial statements included elsewhere within this Annual Report on Form 10-K for additional information regarding our operating segments. Basis of Presentation The consolidated financial statements reflect our financial position, results of operations and cash flows, in conformity with U.S. generally accepted accounting principles (“U.S. GAAP”).
(2) For the year ended December 31, 2024, includes a gain of $19 million on the sale of the Hilton La Jolla Torrey Pines included in equity in earnings from investments in affiliates . For the year ended December 31, 2023, the $3 million gain on sale of investments in affiliates is included in other (loss) gain, net.
For the year ended December 31, 2024, includes a gain of $19 million on the sale of the Hilton La Jolla Torrey Pines included in equity in earnings from investments in affiliates.
Adjusted EBITDA, presented herein, is calculated as EBITDA, further 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 management's analysis in making day-to-day operating decisions and evaluations of our operating performance against other companies within our industry: • Gains or losses on sales of assets for both consolidated and unconsolidated investments; • Costs associated with hotel acquisitions or dispositions expensed during the period; • Severance expense; • Share-based compensation expense; • Impairment losses and casualty gains or losses; and • Other items that we believe are not representative of our current or future operating performance. 39 Table of Contents Hotel Adjusted EBITDA measures hotel-level results before debt service, depreciation and corporate expenses for our consolidated hotels, which excludes hotels owned by unconsolidated affiliates, and is a key measure of our profitability.
Adjusted EBITDA, presented herein, is calculated as EBITDA, further 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 management’s analysis in making day-to-day operating decisions and evaluations of our operating performance against other companies within our industry: • Gains or losses on sales of assets for both consolidated and unconsolidated investments; • Costs associated with hotel acquisitions or dispositions expensed during the period; • Severance expense; • Share-based compensation expense; • Impairment losses and casualty gains or losses; and • Other items that we believe are not representative of our current or future operating performance.
We declared the following dividends to holders of our common stock during 2024: Record Date Payment Date Dividend per Share March 29, 2024 April 15, 2024 $ 0.25 June 28, 2024 July 15, 2024 $ 0.25 September 30, 2024 October 15, 2024 $ 0.25 December 31, 2024 January 15, 2025 $ 0.65 Debt As of December 31, 2024, our total indebtedness was approximately $3.8 billion, including over $2 billion of our Senior Notes and excluding the $725 million SF Mortgage Loan (that we ceased making debt service payments in June 2023) and our share of debt from investments in affiliates.
We declared the following dividends to holders of our common stock during 2025: Record Date Payment Date Dividend per Share March 31, 2025 April 15, 2025 $ 0.25 June 30, 2025 July 15, 2025 $ 0.25 September 30, 2025 October 15, 2025 $ 0.25 December 31, 2025 January 15, 2026 $ 0.25 Debt As of December 31, 2025, our total indebtedness was approximately $3.8 billion, including over $2 billion of our Senior Notes and excluding our share of debt from investments in affiliates.
Overview We have a diverse portfolio of iconic and market-leading hotels and resorts with significant underlying real estate value. We currently have interests in 40 hotels consisting of premium-branded hotels and resorts with approximately 25,000 rooms, of which over 87% are luxury and upper upscale and are located in prime U.S. markets and its territories.
Overview We have a diverse portfolio of iconic and market-leading hotels and resorts with significant underlying real estate value. We currently have interests in 34 hotels consisting of premium-branded hotels and resorts with approximately 23,000 rooms, located in prime U.S. markets and its territories.
Our contracts contain clauses that allow us to cancel all or some portion of the work. Additionally, we have established reserves for capital expenditures (“FF&E reserve”) in accordance with our management and certain debt agreements. Generally, these agreements require that we fund 4% of hotel revenues into an FF&E reserve, unless such amounts have been incurred.
Additionally, we have established reserves for capital expenditures (“FF&E reserve”) in accordance with our management and certain debt agreements. Generally, these agreements require that we fund 4% of hotel revenues into an FF&E reserve, unless such amounts have been incurred.
Our high-quality portfolio currently includes hotels mostly in major urban and convention areas, such as New York City, Washington, D.C., Chicago, Boston, New Orleans and Denver; and premier resorts in key leisure destinations, including Hawaii, Orlando, Key West and Miami Beach; as well as hotels in select airport and suburban locations.
Over 96% of rooms in our Core portfolio are luxury and upper upscale, and our Core hotels are located in major urban and convention areas, such as New York City, Washington, D.C., Chicago, Boston, New Orleans and Denver; and premier resorts in key leisure destinations, including Hawaii, Orlando, Key West and Miami Beach; as well as hotels in select airport and suburban locations.
Some of these limitations are: • EBITDA, Adjusted EBITDA and Hotel Adjusted EBITDA do not reflect changes in, or cash requirements for, our working capital needs; • EBITDA, Adjusted EBITDA and Hotel Adjusted EBITDA do not reflect the cash requirements necessary to service interest or principal payments, on our indebtedness; • EBITDA, Adjusted EBITDA and Hotel Adjusted EBITDA do not reflect the cash requirements to pay our taxes; • EBITDA, Adjusted EBITDA and Hotel Adjusted EBITDA do not reflect historical cash expenditures or future requirements for capital expenditures or contractual commitments; and • although depreciation and amortization are non-cash charges, the assets being depreciated and amortized will often have to be replaced in the future, and EBITDA, Adjusted EBITDA and Hotel Adjusted EBITDA do not reflect any cash requirements for such replacements. 40 Table of Contents The following table provides a reconciliation of Net income to Hotel Adjusted EBITDA: Year Ended December 31, 2024 2023 (in millions) Net income $ 226 $ 106 Depreciation and amortization expense 257 287 Interest income (21) (38) Interest expense 214 207 Interest expense associated with hotels in receivership (1) 60 45 Income tax (benefit) expense (61) 38 Interest income and expense, income tax and depreciation and amortization included in equity in earnings from investments in affiliates 10 8 EBITDA 685 653 Gain on sales of assets, net (8) (15) Gain on derecognition of assets (1) (60) (221) Gain on sale of investments in affiliates (2) (19) (3) Share-based compensation expense 19 18 Impairment and casualty loss 14 204 Other items 21 23 Adjusted EBITDA 652 659 Less: Adjusted EBITDA from investments in affiliates (23) (24) Add: All other (3) 54 51 Hotel Adjusted EBITDA $ 683 $ 686 ____________________________________________________________________________________ (1) For the year ended December 31, 2024, represents accrued interest expense associated with the default of the SF Mortgage Loan, which is offset by a gain on derecognition for the corresponding increase of the contract asse t on our consolidated balance sheets, as we expect to be released from this obligation upon final resolution with the lender.
Some of these limitations are: • EBITDA, Adjusted EBITDA and Hotel Adjusted EBITDA do not reflect changes in, or cash requirements for, our working capital needs; • EBITDA, Adjusted EBITDA and Hotel Adjusted EBITDA do not reflect the cash requirements necessary to service interest or principal payments, on our indebtedness; • EBITDA, Adjusted EBITDA and Hotel Adjusted EBITDA do not reflect the cash requirements to pay our taxes; • EBITDA, Adjusted EBITDA and Hotel Adjusted EBITDA do not reflect historical cash expenditures or future requirements for capital expenditures or contractual commitments; and • although depreciation and amortization are non-cash charges, the assets being depreciated and amortized will often have to be replaced in the future, and EBITDA, Adjusted EBITDA and Hotel Adjusted EBITDA and do not reflect any cash requirements for such replacements. 40 Table of Content s The following table provides a reconciliation of Net (loss) income to Hotel Adjusted EBITDA: Year Ended December 31, 2025 2024 (in millions) Net (loss) income $ (277) $ 226 Depreciation and amortization expense 336 257 Interest income (10) (21) Interest expense 209 214 Interest expense associated with hotels in receivership (1) 58 60 Income tax expense (benefit) 7 (61) Interest income and expense, income tax and depreciation and amortization included in equity in earnings from investments in affiliates 7 10 EBITDA 330 685 Gain on sales of assets, net (2) (18) (27) Gain on derecognition of assets (1) (58) (60) Share-based compensation expense 19 19 Impairment and casualty loss 319 14 Other items 17 21 Adjusted EBITDA 609 652 Less: Adjusted EBITDA from investments in affiliates (19) (23) Add: All other (3) 54 54 Hotel Adjusted EBITDA 644 683 Less: Adjusted EBITDA from Non-Core hotels (58) (80) Core Hotel Adjusted EBITDA $ 586 $ 603 ____________________________________________________________________________________ (1) For the years ended December 31, 2025 and 2024, represents accrued interest expense associated with the default of the $725 million non-recourse CMBS loan (“SF Mortgage Loan”), which was offset by a gain on derecognition for the corresponding increase of the contract asse t on our consolidated balance sheets.
Restricted cash primarily consists of cash restricted as to use by our debt agreements and reserves for capital expenditures in accordance with certain of our management agreements.
As of December 31, 2025, we had total cash and cash equivalents of $232 million and $32 million of restricted cash. Restricted cash primarily consists of cash restricted as to use by our debt agreements and reserves for capital expenditures in accordance with certain of our management agreements.
Sources and Uses of Our Cash and Cash Equivalents The following tables summarize our net cash flows and key metrics related to our liquidity: Year Ended December 31, 2024 2023 Percent Change (in millions) Net cash provided by operating activities $ 429 $ 503 (14.7) % Net cash used in investing activities (166) (217) (23.5) % Net cash used in financing activities (573) (475) 20.6 % 47 Table of Contents Operating Activities Cash flow provided by operating activities are primarily generated from the operating income generated at our hotels.
Sources and Uses of Our Cash and Cash Equivalents The following tables summarize our net cash flows and key metrics related to our liquidity: Year Ended December 31, 2025 2024 Percent Change (in millions) Net cash provided by operating activities $ 398 $ 429 (7.2) % Net cash used in investing activities (209) (166) 25.9 % Net cash used in financing activities (365) (573) (36.3) % Operating Activities Cash flow provided by operating activities are primarily generated from the operating income generated at our hotels.
Gain on sale of assets, net During the years ended December 31, 2024 and 2023, we recognized a net gain of $8 million and $15 million, respectively, primarily from the sales of our consolidated hotels. 44 Table of Contents Gain on derecognition of assets During the year ended December 31, 2024, we recognized a gain of $60 million from the accrued interest expense associated with the default of the SF Mortgage Loan, which resulted in a corresponding increase of the contract asset in our consolidated balance sheets, as we expect to be released from this obligation upon final resolution with the lender.
Gain on sale of assets, net During the years ended December 31, 2025 and 2024, we recognized a net gain of $2 million and $8 million, respectively, primarily from the sales of our consolidated Non-Core hotels. 44 Table of Content s Gain on derecognition of assets During the years ended December 31, 2025 and 2024, we recognized a gain of $58 million and $60 million from the accrued interest expense associated with the default of the SF Mortgage Loan, which resulted in a corresponding increase of the contract asset in our consolidated balance sheets.
Our current debt outstanding is approximately $3.8 billion, excluding the SF Mortgage Loan, at a weighted average interest rate of 5.2%, of which 95% is fixed-rate debt, refer to Item 7A: “Interest Rate Risk” and Note 7: "Debt" in our audited consolidated financial statements included elsewhere within this Annual Report on Form 10-K for additional information. 45 Table of Contents Interest expense associated with hotels in receivership Interest expense on the SF Mortgage Loan increased $15 million as compared to 2023 due to accrued default interest not beginning until June 2023 when we ceased making payments on the loan.
Our current debt outstanding is approximately $3.8 billion at a weighted average interest rate of 5.2%, of which 95% is fixed-rate debt, refer to Item 7A: “Interest Rate Risk” and Note 7: “Debt” in our audited consolidated financial statements included elsewhere within this Annual Report on Form 10-K for additional information. 45 Table of Content s Interest expense associated with hotels in receivership For the years ended December 31, 2025 and 2024, interest expense of $58 million and $60 million, respectively, represents accrued interest associated with the default of the SF Mortgage Loan.
However, there can be no assurance as to the timing of any such issuance, which may be in the near term, or that any such additional financing will be completed on favorable terms, or at all. 46 Table of Contents Our known short-term liquidity requirements primarily consist of funds necessary to pay for operating expenses and other expenditures, including reimbursements to our hotel manager for payroll and related benefits, costs associated with the operation of our hotels, interest and contractually due principal payments on our outstanding indebtedness, capital expenditures for in-progress renovations and maintenance at our hotels, corporate general and administrative expenses and dividends to our stockholders.
Our known short-term liquidity requirements primarily consist of funds necessary to pay for operating expenses and other expenditures, including reimbursements to our hotel manager for payroll and related benefits, costs associated with the operation of our hotels, interest and contractually due principal payments on our outstanding indebtedness, capital 46 Table of Content s expenditures for in-progress renovations and maintenance at our hotels, corporate general and administrative expenses and dividends to our stockholders.
We present Hotel Adjusted EBITDA to help us and our investors evaluate the ongoing operating performance of our consolidated hotels. EBITDA, Adjusted EBITDA and Hotel Adjusted EBITDA are not recognized terms under U.S. GAAP and should not be considered as alternatives to net income or other measures of financial performance or liquidity derived in accordance with U.S. GAAP.
EBITDA, Adjusted EBITDA and Hotel Adjusted EBITDA are not recognized terms under U.S. GAAP and should not be considered as alternatives to net (loss) income or other measures of financial performance or liquidity derived in 39 Table of Content s accordance with U.S. GAAP.
We believe that the presentation of Adjusted FFO provides useful supplemental information that is beneficial to an investor’s complete understanding of our operating performance.
Management historically has made the adjustments detailed below in evaluating our performance and in our annual budget process. We believe that the presentation of Adjusted FFO provides useful supplemental information that is beneficial to an investor’s complete understanding of our operating performance.
(3) Includes other revenues and other expenses , non-income taxes on TRS leases included in other property expenses and corporate general and administrative expenses. Nareit FFO attributable to stockholders and Adjusted FFO attributable to stockholders We present Nareit FFO attributable to stockholders and Nareit FFO per diluted share (defined as set forth below) as non-GAAP measures of our performance.
Nareit FFO attributable to stockholders and Adjusted FFO attributable to stockholders We present Nareit FFO attributable to stockholders and Nareit FFO per diluted share (defined as set forth below) as non-GAAP measures of our performance.
Non-GAAP Financial Measures We also evaluate the performance of our business through certain other financial measures that are not recognized under U.S. GAAP. Each of these non-GAAP financial measures should be considered by investors as supplemental measures to GAAP performance measures such as total revenues, operating profit and net income.
Each of these non-GAAP financial measures should be considered by investors as supplemental measures to GAAP performance measures such as total revenues, operating profit and net (loss) income.
Finally, given our scale and investment expertise, we believe we will be able to successfully execute single-asset and portfolio acquisitions and dispositions to further enhance the value and diversification of our assets throughout the lodging cycle, including potentially taking advantage of the economies of scale that could come from consolidation in the lodging REIT industry.
Finally, given our scale and investment expertise, we believe we will be able to successfully execute single-asset and portfolio acquisitions and dispose of all 13 remaining Non-Core hotels to further enhance the value and diversification of our assets throughout the lodging cycle.
We also present Adjusted FFO attributable to stockholders and Adjusted FFO per diluted share when evaluating our performance because we believe that the exclusion of certain additional items described below provides useful supplemental information to investors regarding our ongoing operating performance. Management historically has made the adjustments detailed below in evaluating our performance and in our annual budget process.
We calculate Nareit FFO per diluted share as our Nareit FFO divided by the number of fully diluted shares outstanding during a given operating period. 41 Table of Content s We also present Adjusted FFO attributable to stockholders and Adjusted FFO per diluted share when evaluating our performance because we believe that the exclusion of certain additional items described below provides useful supplemental information to investors regarding our ongoing operating performance.
While there can be no assurances that we will not experience further fluctuations in hotel revenues or earnings at our hotels due to inflation and other macroeconomic factors, local economic factors and demand, a potential economic slowdown or a recession and geopolitical conflicts, we expect the positive momentum to continue for 2025 based on current demand trends, expected increases in city-wide events and as demand from international travel continues to improve. 36 Table of Contents Principal Components of and Factors Affecting Our Results of Operations Revenues Revenues from our hotels are primarily derived from two categories of customers: transient and group, which historically have accounted for approximately two thirds and one third, respectively, of our rooms revenue.
While there can be no assurances that we will not experience further fluctuations in hotel revenues or earnings at our hotels due to inflation and other macroeconomic factors, local economic factors and demand, a potential economic slowdown or a recession, geopolitical conflicts or trends, disapproval of U.S. foreign or domestic policy, or another government shutdown, we are cautiously optimistic for 2026 based on upcoming major events, including the World Cup and the 250th anniversary of the U.S., continued benefits from transformative renovations at certain of our hotels, including the expected reopening of the Royal Palm South Beach Miami, a Tribute Portfolio Resort (“Royal Palm”) in June 2026, the benefits of divesting Non-Core hotels and expected macroeconomic improvement from continued deregulation. 36 Table of Content s Principal Components of and Factors Affecting Our Results of Operations Revenues Revenues from our hotels are primarily derived from two categories of customers: transient and group, which historically have accounted for approximately two thirds and one third, respectively, of our rooms revenue.
Refer to Note 8: "Fair Value Measurements" in our audited consolidated financial statements included elsewhere within this Annual Report on Form 10-K for additional information. During the year ended December 31, 2023, we recognized an impairment loss of approximately $202 million.
Refer to Note 8: “Fair Value Measurements” in our audited consolidated financial statements included elsewhere within this Annual Report on Form 10-K for additional information.
During the year ended December 31, 2024, we repurchased approximately 8.0 million shares of our common stock under the 2023 Stock Repurchase Program for a total purchase price of $116 million, and as of December 31, 2024, prior to the termination of the February 2023 Stock Repurchase program, $34 million remained available for stock repurchases.
During the year ended December 31, 2025, we repurchased 3.5 million shares of our common stock, including 1.4 million shares under the February 2023 Stock Repurchase Program and 2.1 million shares under the February 2025 Stock Repurchase Program, for a total purchase price of $45 million.
The $475 million in net cash used in financing activities for the year ended December 31, 2023 was primarily attributable to the repurchase of approximately 14.6 million shares of our common stock for $180 million, $152 million of dividends paid and $133 million of debt repayments.
Financing Activities The $365 million in net cash used in financing activities for the year ended December 31, 2025 was primarily attributable to $280 million of dividends paid, the repurchase of approximately 3.5 million shares of our common stock for $45 million and $17 million in financing fees related to the Credit Agreement entered into in September 2025.
The remaining income tax expense is primarily related to our TRSs. Liquidity and Capital Resources Overview We seek to maintain sufficient amounts of liquidity with an appropriate balance of cash, debt and equity to provide financial flexibility. As of December 31, 2024, we had total cash and cash equivalents of $402 million and $38 million of restricted cash.
These benefits were offset by expense primarily generated from taxable income from our TRSs. Liquidity and Capital Resources Overview We seek to maintain sufficient amounts of liquidity with an appropriate balance of cash, debt and equity to provide financial flexibility.
Any future labor disruptions may result in increases in labor or other costs to maintain or operate hotels. During 2024, we have relied on the performance of our hotels and active asset management to mitigate the effects of current macroeconomic uncertainty and recent labor disruptions.
During 2025, we relied on the performance of our hotels and active asset management to mitigate the effects of current macroeconomic uncertainty.
Corporate general and administrative Year Ended December 31, 2024 2023 Percent Change (in millions) General and administrative expenses $ 46 $ 45 2.2 % Share-based compensation expense 19 18 5.6 % Other corporate expenses 4 2 100.0 % Total corporate general and administrative $ 69 $ 65 6.2 % Impairment and casualty loss During the year ended December 31, 2024, we recognized impairment losses 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.
Corporate general and administrative Year Ended December 31, 2025 2024 Percent Change (in millions) General and administrative expenses $ 48 $ 46 4.3 % Share-based compensation expense 19 19 — % Other corporate expenses 5 4 25.0 % Total corporate general and administrative $ 72 $ 69 4.3 % Impairment and casualty loss During the year ended December 31, 2025, we recognized impairment losses of approximately $318 million primarily related to nine of our Non-Core hotels, due to sales and the strategic decision to accelerate the disposition of our Non-Core hotels.
(2) For the years ended December 31, 2024 and 2023, the gain on sale of investments in affiliates is included in equity in earnings from investments in affiliates and other (loss) gain, net , respectively. 42 Table of Contents (3) For the year ended December 31, 2024, the gain of $19 million on the sale of the Hilton La Jolla Torrey Pines is presented within gain on sale of investments in affiliates above.
For the year ended December 31, 2024, includes a gain of $19 million on the sale of the Hilton La Jolla Torrey Pines included in equity in earnings from investments in affiliates. (3) Includes other revenues and other expenses , non-income taxes on TRS leases included in other property expenses and corporate general and administrative expenses.
Our Orlando hotels both benefited from the comprehensive renovation and expansion projects completed in early 2024, which drove a 25% increase in food and beverage revenue for the year ended December 31, 2024 compared to the same period in 2023 and resulted in increases in occupancy and ADR of 3.0 percentage points and 6.1%, respectively, at the Signia by Hilton Orlando Bonnet Creek and increases in occupancy and ADR of 11.5 percentage points and 5.6%, respectively, at the Waldorf Astoria Orlando for the year ended December 31, 2024 compared to the same period in 2023.
Additionally, the Waldorf Astoria Orlando and the Signia by Hilton Orlando Bonnet Creek experienced a combined increase in food and beverage revenue of 11.5%, or nearly $13 million, for the year ended December 31, 2025 compared to 2024 as a result of the benefit derived from the comprehensive renovation and expansion projects at the Bonnet Creek complex completed in early 2024.
Substantially all the debt of such unconsolidated affiliates is secured solely by the affiliates’ assets or is guaranteed by other partners without recourse to us.
Substantially all the debt of such unconsolidated affiliates is secured solely by the affiliates’ assets or is guaranteed by other partners without recourse to us. Refer to Note 7: “Debt” in our audited consolidated financial statements included elsewhere within this Annual Report on Form 10-K for additional information.
With $950 million available under our revolving credit facility ("Revolver") and $402 million in existing cash and cash equivalents, we have sufficient liquidity to pay our debt maturities and to fund other liquidity obligations over the next 12 months and beyond.
With the recent Second Amended and Restated Credit Agreement (the “Credit Agreement”) entered into in September 2025, which increased the available capacity under our Revolver to $1 billion and added the new 2025 Delayed Draw Term Loan of up to $800 million, in addition to the $232 million in existing cash and cash equivalents, we have sufficient liquidity to pay our debt maturities and to fund other liquidity obligations over the next 12 months and beyond.
The $217 million in net cash used in investing activities for the year ended December 31, 2023 was primarily attributable to $296 million of capital expenditures and land acquisitions and a $30 million reduction of restricted cash associated with the derecognition of the Hilton San Francisco hotels, partially offset by $116 million of net proceeds from the sale of one of our hotels.
Investing Activities The $209 million in net cash used in investing activities for the year ended December 31, 2025 was primarily attributable to $296 million of capital expenditures, partially offset by $87 million of net proceeds from the sales of the Hyatt Centric Fisherman’s Wharf and our ownership interest in the joint venture that owns and operates the Capital Hilton.
These benefits were offset by expense primarily generated from the taxable income of our TRSs. During the year ended December 31, 2023, we recognized income tax expense of $38 million, primarily related to the effective exit from the Hilton San Francisco Hotels in October 2023, which resulted in incremental income tax expense of $28 million.
Income tax (expense) benefit During the year ended December 31, 2025, we recognized income tax expense of $7 million, primarily related to taxable income from our TRSs.
(2) In May 2020, Park Intermediate Holdings LLC (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 $650 million of 2025 Senior Notes, all of which were repurchased or redeemed during the second quarter of 2024.
(“PK Finance”) issued an aggregate of $650 million of senior notes due 2025 (“2025 Senior Notes”), all of which were repurchased or redeemed during the second quarter of 2024.
Hotel Revenues and Operating Expenses Year Ended December 31, Change from Non-Comparable Hotels 2024 2023 Change Change from Comparable Hotels (1) Change from the Hilton San Francisco Hotels Change from Other Non-Comparable Hotels (in millions) Rooms revenue $ 1,569 $ 1,653 $ (84) $ 47 $ (119) $ (12) Food and beverage revenue 688 696 (8) 27 (31) (4) Ancillary hotel revenue 256 264 (8) 2 (10) — Rooms expense 419 449 (30) 21 (47) (4) Food and beverage expense 474 501 (27) 12 (36) (3) Other departmental and support expense 605 635 (30) 25 (49) (6) Other property expense 231 241 (10) 9 (22) 3 Management fees expense 125 126 (1) 7 (6) (2) ____________________________________________________________________________________ (1) Change from our comparable hotels primarily relates to the market-specific conditions discussed below.
Hotel Revenues and Operating Expenses Year Ended December 31, Non-Core Hotels 2025 2024 Change Change from Core Hotels Change from Remaining Non-Core Hotels (1) Change from Disposed Hotels (in millions) Rooms revenue $ 1,505 $ 1,569 $ (64) $ (18) $ (15) $ (31) Food and beverage revenue 685 688 (3) 9 (4) (8) Ancillary hotel revenue 259 256 3 6 1 (4) Rooms expense 411 419 (8) — 2 (10) Food and beverage expense 478 474 4 12 (1) (7) Other departmental and support expense 596 605 (9) 3 4 (16) Other property expense 216 231 (15) (2) (5) (8) Management fees expense 118 125 (7) (3) (2) (2) ____________________________________________________________________________________ (1) Includes two hotels that were surrendered to the ground lessor on December 31, 2025 upon expiration of the ground lease.
The $74 million decrease in net cash provided by operating activities for the year ended December 31, 2024 compared to the year ended December 31, 2023 was primarily due to an increase in cash paid for taxes of $8 million, a decrease in interest received of $17 million due to a decrease in average cash balances and timing of receipts from our customers and payments to our vendors and other third parties.
The $31 million decrease in net cash provided by operating activities for the year ended December 31, 2025 compared to the year ended December 31, 2024 was primarily due to a $27 million increase in cash paid for interest due to the timing of payments for certain of our loans, in addition to a decrease in interest received of $10 million due to a decrease in average cash balances coupled with decreases in occupancy at certain of our hotels, including the Royal Palm, 47 Table of Content s which suspended operations in May 2025 for a full-scale renovation, partially offset by a decrease of $12 million in cash paid for taxes.
The discount rate takes into account our weighted average cost of capital according to our capital structure and other market specific considerations.
The discount rate takes into account our weighted average cost of capital according to our capital structure and other market specific considerations. Changes in estimates and assumptions used, including with respect to the anticipated holding period, in our impairment testing of property and equipment and intangible assets with finite lives could result in future impairment losses, which could be material.
Occupancy and ADR at the New York Hilton Midtown increased 1.8 percentage points and 1.6%, respectively, while occupancy and ADR at the Hilton Chicago increased 6.2 percentage points and 1.5%, respectively, for the year ended December 31, 2024 compared to the same period in 2023.
The New York Hilton Midtown benefited from an increase in both group and transient demand and revenues from higher-rated customers, resulting in an increase in occupancy and ADR of 0.4 percentage points and 5.3%, respectively, for the year ended December 31, 2025 compared to 2024.
Refer to Note 7: "Debt" in our audited consolidated financial statements included elsewhere within this Annual Report on Form 10-K for additional information. Non-operating Income and Expenses Interest income Interest income decreased $17 million during the year ended December 31, 2024 compared to the same period in 2023 primarily as a result of a decrease in average cash balances.
Non-operating Income and Expenses Interest income Interest income decreased $11 million during the year ended December 31, 2025 compared to 2024 primarily as a result of a decrease in average cash balances as we have reinvested cash into our Core portfolio, including the full-scale renovation of the Royal Palm.
Outlook Economic disruptions, including as a result of elevated interest and inflation rates, may adversely affect our business by affecting consumer sentiment and demand for travel. However, inflationary concerns have moderated and further interest rate reductions may continue.
Refer to Note 2: “Basis of Presentation and Summary of Significant Accounting Policies” in our audited consolidated financial statements included elsewhere within this Annual Report on Form 10-K for additional information. Outlook Economic disruptions, including as a result of elevated interest and inflation rates, may adversely affect our business by affecting consumer sentiment and demand for travel.
Combined occupancy and ADR at our Boston hotels increased 2.4 percentage points and 3.8%, respectively, for the year ended December 31, 2024 compared to the same period in 2023 also due to increases in group and transient demand.
A majority of the Non-Core hotels remaining in our portfolio experienced declines in both group and transient demand, resulting in decreases in combined occupancy and ADR of 1.6 percentage points and 2.6%, respectively, including The Midland Hotel, a Tribute Portfolio Hotel, and The Wade in Chicago where occupancy decreased 0.7 percentage points and 1.6 percentage points, respectively, and ADR decreased 10.4% and 8.8%, respectively, for the year ended December 31, 2025 compared to 2024.
For the year ended December 31, 2023, represents accrued interest expense associated with the default of the SF Mortgage Loan and the gain from derecognizing the Hilton San Francisco Hotels from our consolidated balance sheet in October 2023, when the receiver took control of the hotels.
(2) For the years ended December 31, 2025 and 2024, represents accrued interest expense associated with the default of the SF Mortgage Loan, which was offset by a gain on derecognition for the corresponding increase of the contract asse t on our consolidated balance sheets.
Refer to Note 7: "Debt" in our audited consolidated financial statements included elsewhere within this Annual Report on Form 10-K for additional information. 48 Table of Contents Critical Accounting Estimates The preparation of our financial statements in accordance with U.S.
We ceased accruing interest expense when the SF Mortgage Loan was assumed by the buyer of the Hilton San Francisco Hotels, which were sold by the court-appointed receiver on November 21, 2025. Refer to Note 7: “Debt” in our audited consolidated financial statements included elsewhere within this Annual Report on Form 10-K for additional information.
We operate our business through two operating segments, our consolidated hotels and unconsolidated hotels. Our consolidated hotels operating segment is our only reportable segment. Refer to Note 14: "Business Segment Information" in our audited consolidated financial statements included elsewhere within this Annual Report on Form 10-K for additional information regarding our operating segments.
We have construction contract commitments of approximately $110 million for capital expenditures at our properties, and our contracts contain clauses that allow us to cancel all or some portion of the work. Refer to Note 15: Commitments and Contingencies in our audited consolidated financial statements included elsewhere within this Annual Report on Form 10-K for additional information.
RevPAR is also a useful indicator in measuring performance over comparable periods. Comparable Hotels Data We present certain data for our hotels on a comparable hotel basis as supplemental information for investors. We present comparable hotel results to help us and our investors evaluate the ongoing performance of our comparable hotels.
RevPAR is also a useful indicator in measuring performance over comparable periods. Non-GAAP Financial Measures We also evaluate the performance of our business through certain other financial measures that are not recognized under U.S. GAAP.
These increases were partially offset by decreases in hotel revenues and operating expenses at our two Hawaii hotels where combined occupancy decreased 7.1 percentage points for the year ended December 31, 2024 compared to the same period in 2023 due to disruptions from strike and related labor activity that began in September 2024 and resolved during October and November 2024.
The changes in hotel revenues and operating expenses for our Core hotels during the year ended December 31, 2025 compared to 2024 were primarily attributable to decreases at our hotels in Miami and Hawaii, partially offset by increases at the Bonnet Creek complex, the New York Hilton Midtown, the Hilton Caribe and the Casa Marina Key West, Curio Collection.
Group, transient, contract and other rooms revenue for the year ended December 31, 2024, as well as the change for each type of rooms revenue compared to 2023 are as follows: Year Ended December 31, Change from Non-Comparable Hotels 2024 2023 Change Change from Comparable Hotels (1) Change from the Hilton San Francisco Hotels Change from Non-Comparable Hotels (in millions) Group rooms revenue $ 461 $ 480 $ (19) $ 34 $ (52) $ (1) Transient rooms revenue 986 1,043 (57) 1 (48) (10) Contract rooms revenue 90 92 (2) 12 (14) — Other rooms revenue 32 38 (6) — (5) (1) Rooms revenue $ 1,569 $ 1,653 $ (84) $ 47 $ (119) $ (12) ____________________________________________________________________________________ (1) Change from our comparable hotels primarily relates to the market-specific conditions discussed below. 43 Table of Contents Market-Specific Conditions The increases in hotel revenues and operating expenses for our comparable hotels during the year ended December 31, 2024, as compared to the same period in 2023, were primarily attributable to our hotels in the Orlando, Key West, New York, Chicago and Boston markets.
Group, transient, contract and other rooms revenue for the year ended December 31, 2025, as well as the change for each type of rooms revenue compared to 2024 are as follows: Year Ended December 31, Non-Core Hotels 2025 2024 Change Change from Core Hotels Change from Remaining Non-Core Hotels (1) Change from Disposed Hotels (in millions) Group rooms revenue $ 443 $ 461 $ (18) $ (5) $ (7) $ (6) Transient rooms revenue 951 986 (35) (11) (6) (18) Contract rooms revenue 78 90 (12) (2) (3) (7) Other rooms revenue 33 32 1 — 1 — Rooms revenue $ 1,505 $ 1,569 $ (64) $ (18) $ (15) $ (31) ____________________________________________________________________________________ (1) Includes two hotels that were surrendered to the ground lessor on December 31, 2025 upon expiration of the ground lease.
Removed
In addition, during the fourth quarter of 2024, the hotel operators for four of our hotels negotiated long-term labor agreements with labor organizations representing their hotel employees following strikes and other labor activity that affected our operating results beginning in late September 2024.
Added
Our strategic focus is on our Core portfolio, with our consolidated Core hotels contributing approximately 90% of our Hotel Adjusted EBITDA.
Removed
Additionally, we continued to experience improvements in overall demand across our portfolio, although ADR growth has slowed as the industry recovery has stabilized and seasonal patterns have normalized.
Added
As a result of a shift in our business strategy to dispose of all Non-Core hotels, we now 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.
Removed
Our comparable hotels data includes results from hotels that were active and operating in our portfolio since January 1st of the previous year and excludes results from property dispositions that have occurred through December 31, 2024 and the Hilton San Francisco Hotels, which were placed into receivership at the end of October 2023.
Added
Heightened uncertainty due to ongoing changes to trade policy, tax policy and disruptions to government spending has resulted in inflationary concerns and changes in demand and travel preferences, which may affect the lodging industry. Additionally, geopolitical conflicts and trends may continue to decrease inbound international travel.
Removed
We calculate Nareit FFO per diluted share as our Nareit FFO divided by the number of fully diluted shares outstanding during a given operating period.
Added
Hotel Adjusted EBITDA measures hotel-level results before debt service, depreciation and corporate expenses for our consolidated hotels, which excludes hotels owned by unconsolidated affiliates, and is a key measure of our profitability. We present Hotel Adjusted EBITDA to help us and our investors evaluate the ongoing operating performance of our consolidated hotels.
Removed
For the year ended December 31, 2023, reflects incremental default interest expense and late payment administrative fees associated with the default of the SF Mortgage Loan beginning in June 2023 and the gain from derecognizing the Hilton San Francisco Hotels from our consolidated balance sheet in October 2023, when the receiver took control of the hotels.
Added
The SF Mortgage Loan was assumed by the buyer of 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”), which were sold by the court-appointed receiver on November 21, 2025.
Removed
(4) For the year ended December 31, 2023, includes $28 million of income tax expense primarily associated with the effective exit from the Hilton San Francisco Hotels, of which $19 million was reversed during the year ended December 31, 2024 as it is no longer expected to be incurred. (5) Per share amounts are calculated based on unrounded numbers.
Added
(2) For the year ended December 31, 2025, includes a $16 million gain on the sale of our ownership interest in the Capital Hilton included in other gain (loss), net .

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

2 edited+0 added−0 removed2 unchanged
Biggest changeThe following table sets forth the contractual maturities and the total fair values as of December 31, 2024 for our financial instruments that are materially affected by interest rate risk: Maturities by Period 2025 (1) 2026 2027 2028 2029 Thereafter Carrying Value Fair Value (in millions, excluding average interest rate) Liabilities: Fixed-rate debt $ 60 $ 1,550 $ 30 $ 725 $ 750 $ 550 $ 3,665 $ 3,538 Average interest rate 4.82 % 4.20 % 5.37 % 5.88 % 4.88 % 7.00 % 5.11 % Variable-rate debt $ — $ — $ 200 $ — $ — $ — $ 200 $ 199 Average interest rate — % — % 6.21 % — % — % — % 6.21 % ___________________________________________________________________________________ (1) Excludes the SF Mortgage Loan. 50 Table of Contents Refer to Note 7: "Debt" in our audited consolidated financial statements included elsewhere in this Annual Report on Form 10-K for additional information. 51 Table of Contents
Biggest changeThe following table sets forth the contractual maturities and the total fair values as of December 31, 2025 for our financial instruments that are materially affected by interest rate risk: Maturities by Period 2026 2027 2028 2029 2030 Carrying Value Fair Value (in millions, excluding average interest rate) Liabilities: Fixed-rate debt $ 1,601 $ 30 $ 725 $ 750 $ 550 $ 3,656 $ 3,620 Average interest rate 4.22 % 5.37 % 5.88 % 4.88 % 7.00 % 5.11 % Variable-rate debt $ — $ 200 $ — $ — $ — $ 200 $ 200 Average interest rate — % 5.93 % — % — % — % 5.93 % Refer to Note 7: “Debt” in our audited consolidated financial statements included elsewhere in this Annual Report on Form 10-K for additional information. 50 Table of Content s
The interest rate on our variable-rate debt discussed below is based on the secured overnight financing rate ("SOFR"), and our risk related to future interest rates is most vulnerable to changes in this rate.
The interest rate on our variable-rate debt discussed below is based on the secured overnight financing rate (“SOFR”), and our risk related to future interest rates is most vulnerable to changes in this rate.

Other PK 10-K year-over-year comparisons