Park Hotels & Resorts Inc. 8-K

What Happened

• Park Hotels & Resorts Inc. filed an 8‑K on February 19, 2026 furnishing a press release and supplemental data announcing the company’s results of operations for the fourth quarter and full year ended December 31, 2025.
• On February 12, 2026 the Board appointed Sean M. Dell’Orto (age 51) as Chief Operating Officer, in addition to his existing roles as Executive Vice President, Chief Financial Officer and Treasurer.

Key Details

• Sean M. Dell’Orto’s annual base salary was increased to $675,000; his LTIP target value was raised to 333% of base salary and his STIP target bonus to 125% of base salary.
• LTIP amendments (effective for 2026 awards): PSUs will vest 75% on relative total shareholder return (vs. peers in the FTSE NAREIT Lodging Resorts Index with market caps > $1B) and 25% on relative RevPAR growth (change from prior 100% TSR metric). Outstanding awards are not affected.
• LTIP allocation changes: Other named/Section 16 officers (excluding the CEO) will receive 50% PSUs / 50% time‑based RSAs (was 60/40). Executive VPs’ LTIP target increased to up to 350% of base salary (was up to 275%). CEO Thomas J. Baltimore Jr.’s LTIP target increased to $7,000,000+ (was $5,250,000+).
• STIP changes (effective 2026): CEO bonus thresholds/targets/max changed from 87.5%/175%/350% to 112.5%/225%/450% of base salary; Executive VPs’ STIP target increased from up to 100% to up to 125% of base salary.

Why It Matters

• The filing delivers the company’s Q4 and full‑year 2025 operating results (press release and supplemental packet were furnished as Exhibits 99.1 and 99.2), and separately documents a consolidation of senior roles with Dell’Orto now serving as COO while retaining CFO and Treasurer responsibilities.
• The compensation program changes shift long‑term equity incentives to a mix of relative TSR and hotel‑specific operating performance (RevPAR) and raise target pay levels for senior executives and the CEO — facts investors can use to assess management incentives, governance decisions, and future compensation expense.