UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On September 3, 2026, the Compensation & Human Capital Committee of the Board of Directors of Park Hotels & Resorts Inc. (the “Company”) approved one-time grants of restricted stock awards (the “Retention RSA Awards”) to certain executive officers of the Company (such recipients, the “Award Recipients”). The Retention RSA Awards are designed to address leadership transition and proactive recruiting risks that would jeopardize the Company’s ability to sustain its performance execution trends and to further align the Award Recipients’ incentives with long-term stockholder value creation. The Retention RSA Awards included grants to the Company’s named executive officers of the following number of restricted shares of the Company’s common stock: 331,564 shares to Thomas J. Baltimore, Jr., the Company’s President and Chief Executive Officer; 165,782 shares to Sean M. Dell’Orto, the Company’s Executive Vice President, Chief Operating Officer, Chief Financial Officer and Treasurer; 99,469 shares to Carl A. Mayfield, the Company’s Executive Vice President, Design and Construction; and 66,312 shares to Nancy M. Vu, the Company’s Executive Vice President, General Counsel and Secretary.
Each Retention RSA Award will vest in full on the fourth anniversary of the grant date, subject to the Award Recipient’s continued employment with the Company through such vesting date. With respect to Mr. Baltimore’s Retention RSA Award, the vesting upon termination of employment will be as set forth in that certain Executive Employment Agreement between him and the Company, dated April 26, 2016. With respect to the Award Recipients other than Mr. Baltimore, in the event of such executive’s termination of employment (i) without “cause” (as defined in the Company’s 2017 Omnibus Incentive Plan (as amended or amended and restated from time to time) (the “Omnibus Plan”)) or due to “retirement” (as defined in the applicable award agreement) after the first anniversary of the grant date, all of the unvested shares will become vested, (ii) without cause within 12 months following a “change in control” (as defined in the Omnibus Plan), all of the unvested shares will become vested, and (iii) due to death or “disability” (as defined in the Omnibus Plan), a prorated amount of the shares will become vested based on the actual days the executive was employed during the vesting period. The Award Recipients will receive dividends on the restricted shares underlying the Retention RSA Awards at the same time that regular dividend payments are made on the Company’s common stock.
Copies of the form of CEO Retention Restricted Stock Agreement and form of Executive Retention Restricted Stock Agreement are being filed as Exhibits 10.1 and 10.2, respectively, to this Current Report on Form 8-K, and each is incorporated herein by this reference. The foregoing description of the terms of the Retention RSA Awards is qualified in its entirety by reference to the full text of such award agreements.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit | Description | |
| 10.1 | Form of CEO Retention Restricted Stock Agreement | |
| 10.2 | Form of Executive Retention Restricted Stock Agreement | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| Park Hotels & Resorts Inc. | ||||||
| Date: September 10, 2026 | By: | /s/ Sean M. Dell’Orto | ||||
| Sean M. Dell’Orto | ||||||
| Executive Vice President, Chief Operating Officer, Chief Financial Officer and Treasurer | ||||||