Park Hotels & Resorts Inc.PK
Park Hotels & Resorts Inc. Stock Compensation Disclosure
Share-Based Compensation
We issue equity-based awards to our employees pursuant to the 2017 Omnibus Incentive Plan (the “2017 Employee Plan”) and our non-employee directors pursuant to the 2017 Stock Plan for Non-Employee Directors (the “2017 Director Plan”) both of which are amended and restated from time to time. The 2017 Employee Plan provides that a maximum of 14,070,000 shares of our common stock may be issued, and as of December 31, 2025, 5,258,954 shares of common stock remain available for future issuance. An amendment and restatement of the 2017 Director Plan was approved by our stockholders in April 2025 to, among other changes, increase the number of shares available to be issued by 875,000, from 950,000 to 1,825,000. As of December 31, 2025, 846,938 shares of common stock remain available for future issuance. For the years ended December 31, 2025, 2024 and 2023, we recognized $19 million, $19 million and $18 million of share-based compensation expense, respectively. As of December 31, 2025, unrecognized compensation expense was $18 million, which is expected to be recognized over a weighted-average period of 1.5 years. The total fair value of shares vested (calculated as the number of shares multiplied by the vesting date share price) during the years ended December 31, 2025, 2024 and 2023 was $12 million, $14 million and $7 million, respectively.
Restricted Stock Awards
Restricted Stock Awards (“RSAs”) generally vest in annual installments between one and three years from each grant date. The following table provides a summary of RSAs for the years ended December 31, 2025, 2024 and 2023:
Number of Shares | Weighted-Average Grant Date Fair Value | ||||||||||
Unvested at January 1, 2023 | 843,846 | 20.19 | |||||||||
| Granted | 696,356 | 13.45 | |||||||||
| Vested | (539,133) | 20.39 | |||||||||
| Forfeited | (18,484) | 15.52 | |||||||||
Unvested at December 31, 2023 | 982,585 | 15.40 | |||||||||
| Granted | 629,151 | 16.17 | |||||||||
| Vested | (548,947) | 15.79 | |||||||||
| Forfeited | (53,118) | 15.47 | |||||||||
Unvested at December 31, 2024 | 1,009,671 | 15.66 | |||||||||
| Granted | 868,711 | 12.25 | |||||||||
| Vested | (567,090) | 15.48 | |||||||||
| Forfeited | (57,448) | 13.63 | |||||||||
Unvested at December 31, 2025 | 1,253,844 | $ | 13.47 | ||||||||
Performance Stock Units
Performance Stock Units (“PSUs”) generally vest at the end of a three-year performance period and are subject to the achievement of a market condition based on a measure of our total shareholder return relative to the total shareholder return of the companies that comprise the FTSE Nareit Lodging Resorts Index (that have a market capitalization in excess of $1 billion as of the first day of the applicable performance period). The number of PSUs that may become vested ranges from zero to 200% of the number of PSUs granted to an employee, based on the level of achievement of the foregoing performance measure.
The following table provides a summary of PSUs for the years ended December 31, 2025, 2024 and 2023:
Number of Shares | Weighted-Average Grant Date Fair Value | ||||||||||
Unvested at January 1, 2023 | 1,198,325 | 20.71 | |||||||||
| Granted | 590,805 | 19.96 | |||||||||
| Forfeited | (261,554) | 24.80 | |||||||||
Unvested at December 31, 2023 | 1,527,576 | 19.72 | |||||||||
| Granted | 592,132 | 17.75 | |||||||||
| Vested | (337,283) | 26.99 | |||||||||
| Forfeited | (265,854) | 7.78 | |||||||||
Unvested at December 31, 2024 | 1,516,571 | 19.43 | |||||||||
| Granted | 758,610 | 11.18 | |||||||||
| Vested | (381,857) | 21.93 | |||||||||
| Forfeited | (27,070) | 14.74 | |||||||||
Unvested at December 31, 2025 | 1,866,254 | $ | 15.63 | ||||||||
The grant date fair values of the awards that are subject to the achievement of market conditions based on total shareholder return were determined using a Monte Carlo simulation valuation model with the following assumptions:
| Year Ended December 31, | |||||||||||||||||
| 2025 | 2024 | 2023 | |||||||||||||||
Expected volatility(1) | 33.0 | % | 36.0 | % | 48.0 | % | |||||||||||
Dividend yield(2) | — | — | — | ||||||||||||||
Risk-free rate(3) | 4.4 | % | 4.5 | % | 4.3 | % | |||||||||||
| Expected term | 3 years | 3 years | 3 years | ||||||||||||||
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(1)Estimated using a blended approach of historical and implied volatility. Historical volatility is based on the historical movement of the Company’s stock price for a period that corresponds to the expected terms of the PSUs.
(2)Dividends are assumed to be reinvested in shares of our common stock and dividends will not be paid unless shares vest.
(3)Based on the yields of U.S. Department of Treasury instruments with similar expected terms of the PSUs at the grant date of each award.
Historical Timeline
| Fiscal Year | Filed | |
|---|---|---|
| 2025 | Feb 20, 2026 | Showing above |
| 2024 | Feb 20, 2025 | |
| 2023 | Feb 28, 2024 | |
| 2022 | Feb 23, 2023 | |
| 2021 | Feb 18, 2022 | |
| 2020 | Feb 26, 2021 | |
| 2019 | Feb 27, 2020 | |
| 2018 | Feb 28, 2019 | |
| 2017 | Mar 1, 2018 | |
About Stock Compensation Disclosures
Stock-based compensation disclosures detail the equity awards granted to employees and executives — including stock options, restricted stock units (RSUs), and performance shares — along with the valuation methods and assumptions used to expense them. This section reveals the true cost of talent retention and the alignment between management incentives and shareholder interests.
Key signals: total unrecognized compensation expense and its expected recognition period signal future earnings headwinds from already-granted awards. For stock options, examine Black-Scholes assumptions — expected volatility, risk-free rate, and expected term — as understating any of these reduces reported compensation expense. Compare stock compensation expense as a percentage of revenue against peers to assess dilution cost. Watch vesting schedules for acceleration clauses tied to change-of-control events. Performance-based awards with undemanding targets may indicate weak governance. Add back stock compensation to operating cash flow to calculate a more conservative free cash flow figure.