DEF 14A of Park Hotels & Resorts Inc., Mar 12, 2026

DEF 14A of Park Hotels & Resorts Inc.

Filed Mar 12, 2026 · FY20250001617406-26-000021

Open on EDGAR

  1. TABLE OF CONTENTS

    | | Page | | DIRECTOR TRAVEL | 32 | | DIRECTOR COMPENSATION FOR 2025 | 32 | | PARK’S EXECUTIVE OFFICERS | 33 | | EXECUTIVE OFFICER BIOGRAPHIES | 33 | | PROPOSAL 2: ADVISORY VOTE TO APPROVE COMPENSATION OF NAMED EXECUTIVE OFFICERS | 36 | | INTRODUCTION | 36 | | VOTE REQUIRED | 36 | | BOARD RECOMMENDATION | 36 | | COMPENSATION DISCUSSION AND ANALYSIS | 37 | | INTRODUCTION | 37 | | COMPANY PERFORMANCE HIGHLIGHTS | 37 | | SAY-ON-PAY | 39 | | EXECUTIVE COMPENSATION KEY ATTRIBUTES | 40 | | COMPENSATION PROCESS AND PHILOSOPHY | 40 | | ROLE OF COMPENSATION CONSULTANT | 41 | | USE OF PEER GROUP DATA | 41 | | ROLE OF EXECUTIVES | 42 | | COMPENSATION FRAMEWORK | 42 | | 2026 COMPENSATION ACTIONS | 53 | | CEO EMPLOYMENT AGREEMENT | 54 | | OTHER COMPENSATION PROGRAM ELEMENTS | 55 | | COMPENSATION RISK REVIEW | 57 | | COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION | 57 | | COMPENSATION COMMITTEE REPORT | 57 | | COMPENSATION TABLES | 58 | | 2025 SUMMARY COMPENSATION TABLE | 58 | | 2025 GRANTS OF PLAN BASED AWARDS TABLE | 59 | | NARRATIVE TO SUMMARY COMPENSATION TABLE AND GRANTS OF PLAN-BASED AWARDS TABLE | 60 | | 2025 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END | 61 | | 2025 OPTION EXERCISES AND STOCK VESTED | 62 | | POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL | 62 | | EQUITY COMPENSATION PLAN INFORMATION | 64 | | PAY RATIO | 65 | | PAY VERSUS PERFORMANCE | 66 | | PROPOSAL 3: RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG | 70 | | VOTE REQUIRED | 70 | | BOARD RECOMMENDATION | 70 | | AUDIT COMMITTEE POLICIES AND PROCEDURES | 70 | | AUDIT AND NON-AUDIT FEES | 71 | | AUDIT COMMITTEE REPORT | 71 | | SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT | 72 | | RELATED PARTY TRANSACTIONS & SECTION 16 REPORTS | 74 | | RELATED PARTY TRANSACTIONS POLICY | 74 | | INDEMNIFICATION AGREEMENTS | 74 |

  2. DIRECTOR NOMINEE HIGHLIGHTS

    DIRECTOR NOMINEE HIGHLIGHTS

  3. Director Nominees and Committees

    Director Nominees and Committees

  4. Director Nominees and Committees

    | | | | Committee Memberships | | | | | Name | Independent | Director Since | AC | CC | GC | Other Public Company Boards | | Thomas J. Baltimore, Jr. (Chairman) | -- | 2016 | | | | 2 | | Patricia M. Bedient | ✓ | 2017 | | | | 2 | | Thomas D. Eckert | ✓ | 2019 | | | | -- | | Geoffrey M. Garrett | ✓ | 2017 | | | | -- | | Christie B. Kelly | ✓ | 2016 | | | | 3 | | Terri D. McClements | ✓ | 2024 | | | | -- | | Thomas A. Natelli | ✓ | 2019 | | | | -- | | Timothy J. Naughton | ✓ | 2017 | | | | 2 | | Stephen I. Sadove (Lead Independent Director) | ✓ | 2017 | | | | 2 |

  5. Director Nominees and Committees

    | AC | Audit Committee | CC | Compensation & Human Capital Committee | | GC | Nominating, Governance & Corporate Responsibility Committee | | Chair of the Committee |

  6. Snapshot of Director Nominees

    Snapshot of Director Nominees Our director nominees each exhibit an effective mix of skills, experience, diversity and judgment.

  7. Average Tenure: 7.8 Years

    Average Tenure: 7.8 Years

  8. Average Age: 67.7

    Average Age: 67.7

  9. DIVERSITY

    DIVERSITY

  10. 2 of 4 Board leadership roles are held by a woman

    2 of 4 Board leadership roles are held by a woman *Information in charts above calculated as of February 27, 2026.

  11. 2 of 4 Board leadership roles are held by a woman

    | | 2026 PROXY STATEMENT | 9 |

  12. Experience/Qualifications/Skills of Director Nominees

    Experience/Qualifications/Skills of Director Nominees

  13. Experience/Qualifications/Skills of Director Nominees

    | 4 out of 9 Accounting/ Financial Expertise | 9 out of 9 Accounting/ Financial Literacy | 9 out of 9 Board of Directors Experience | 9 out of 9 Business Operations Experience | 9 out of 9 Executive Experience | | 8 out of 9 Financial/ Capital Markets Experience | 3 out of 9 Lodging Industry Knowledge | 9 out of 9 Management Experience | 9 out of 9 Real Estate Experience | 8 out of 9 Prior REIT Experience | | | 6 out of 9 Retail Experience | 9 out of 9 Risk Management Experience | 4 out of 9 Technology/ Cyber Systems Knowledge | |

  14. SHORT-TERM INCENTIVE

    SHORT-TERM INCENTIVE

  15. SHORT-TERM INCENTIVE

    | | Short-Term Incentive Target Bonus Components | | | Participant Level | Company Performance Objective | Individual Performance Objective | | Chief Executive Officer | 90% | 10% | | Executive Vice President | 80% | 20% | | Senior Vice President | 75% | 25% |

  16. 2025 Actual STIP

    2025 Actual STIP

  17. Payout to NEOs as a

    Payout to NEOs as a

  18. LONG-TERM INCENTIVE

    LONG-TERM INCENTIVE

  19. Restricted Stock Award (“RSA”)

    Restricted Stock Award (“RSA”)

  20. Performance Stock Unit (“PSU”)

    Performance Stock Unit (“PSU”)

  21. Three-Year Relative TSR vs. FTSE Nareit Lodging/

    Three-Year Relative TSR vs. FTSE Nareit Lodging/

  22. Payout

    Payout 100%

  23. Payout

    Payout 200%

  24. Payout

    Payout

  25. DIRECTOR NOMINEES

    DIRECTOR NOMINEES Our Governance Committee and our Board have determined that the director nominees possess a diverse and balanced mix of attributes, viewpoints and experiences to effectively oversee Park’s long-term business strategy.

  26. DIRECTOR NOMINEES

    | Director Nominee Gender & Ethnic/Racial Diversity | Director Nominee Independence | Board Committees Chaired by Women | Director Nominees with Prior Public Company CEO/CFO Experience | Director Nominees with Prior REIT Experience | | 44% | 89% | 67% | 67% | 89% |

  27. DIRECTOR NOMINEES

    Biographical information about each director nominee, as well as highlights of certain notable qualifications, experience, skills and attributes that contributed to the director nominee’s selection for election at our 2026 annual meeting of stockholders, are included on the following pages. Highlights of the diverse experience and qualifications of each director nominee is also provided below under “Summary of Director Nominees’ Skills and Experience.”

  28. DIRECTOR NOMINEES

    | Thomas J. Baltimore, Jr. Chairman of the Board, President and Chief Executive Officer of Park Hotels & Resorts Inc. | | | Director since: 2016 Age: 62 Other Current Public Company Boards: ➣American Express Company ➣Comcast Corporation | Professional Experience Mr. Baltimore joined the Company in May 2016 and has served as our President and Chief Executive Officer and as a director and the Chairman of the Board since December 2016. Prior to joining the Company, Mr. Baltimore served most recently as the President and Chief Executive Officer of RLJ Lodging Trust (NYSE: RLJ) (“RLJ”), a lodging REIT, and as a member of its board of trustees from RLJ’s formation on January 31, 2011 until May 11, 2016. Prior to that, Mr. Baltimore co-founded RLJ Development and served as its president from 2000 to 2011. During this time period, RLJ Development and affiliates raised and invested more than $2.2 billion in equity. Previously, Mr. Baltimore served as vice president of gaming acquisitions of Hilton Hotels Corporation from 1997 until 1998 and later as vice president of development and finance from 1999 until 2000. He also served in various management positions with Marriott Corporation and Host Marriott Services Corporation, including vice president of business development. Mr. Baltimore currently serves on the board of directors of American Express Company (NYSE: AXP) and Comcast Corporation (Nasdaq: CMCSA). Previously, Mr. Baltimore served on the board of directors of Prudential Financial, Inc. (NYSE: PRU) until March 2023, the board of directors of AutoNation, Inc. (NYSE: AN) until January 2021, the board of directors of Duke Realty Corporation (NYSE: DRE) until April 2017, the board of trustees of RLJ until May 2016 and the board of directors of Integra Life Sciences Company (NASDAQ: IART) until August 2012. Mr. Baltimore is a past chair (2018) of the National Association of Real Estate Investment Trusts’ (“Nareit”) Executive Board. Mr. Baltimore received his Bachelor of Science degree from the McIntire School of Commerce, University of Virginia and his Master of Business Administration degree from the Colgate Darden School of Business, University of Virginia. Key Qualifications and Experience Mr. Baltimore’s knowledge of and extensive experience in various senior leadership roles in the lodging real estate industry provides the Board valuable industry-specific knowledge and expertise. In addition, Mr. Baltimore’s role as our President and Chief Executive Officer brings management perspective to Board deliberations and provides beneficial information about the status of our day-to-day operations. |

  29. DIRECTOR NOMINEES

    | | 2026 PROXY STATEMENT | 15 |

  30. DIRECTOR NOMINEES

    | Patricia M. Bedient Former Executive Vice President and Chief Financial Officer of Weyerhaeuser Company | | | INDEPENDENT Director since: 2017 Committees: Governance (Chair); Audit Age: 72 Other Current Public Company Boards: ➣Alaska Air Group, Inc. ➣Suncor Energy Inc. | Professional Experience Ms. Bedient has served as a director on the Board since January 2017. Ms. Bedient most recently served as Executive Vice President for Weyerhaeuser Company (NYSE: WY), one of the world’s largest integrated forest products companies, from 2007 until her retirement in July 2016. Ms. Bedient also served Weyerhaeuser as Chief Financial Officer from 2007 until February 2016. Prior to that, Ms. Bedient served as Senior Vice President, Finance and Strategic Planning of Weyerhaeuser from 2006 until 2007 and as Vice President, Strategic Planning from 2003, when Ms. Bedient joined Weyerhaeuser, until 2006. A certified public accountant (“CPA”) since 1978, Ms. Bedient served as managing partner of the Seattle office of Arthur Andersen LLP prior to joining Weyerhaeuser. Ms. Bedient also worked at Arthur Andersen’s Portland and Boise offices as a partner and as a CPA during her 27-year career with that firm. Ms. Bedient currently serves on the board of directors of Alaska Air Group, Inc. (NYSE: ALK), where she serves as the Non-executive Board Chair, and Suncor Energy Inc. (NYSE: SU), where she serves as the Chair of the Audit Committee and also serves on the Governance/Nominating Committee. Ms. Bedient received her Bachelor of Science degree in Business Administration with concentrations in Finance and Accounting from Oregon State University. She is a member of the American Institute of CPAs. Ms. Bedient holds certificates in cyber-risk oversight, as well as artificial intelligence oversight for directors from the National Association of Corporate Directors. She was recently chosen as the 2025 Public Company Director of the Year by the National Association of Corporate Directors. Key Qualifications and Experience Ms. Bedient brings to the Board her extensive financial, management and cyber-risk oversight experience, including service as a REIT chief financial officer. In addition, Ms. Bedient brings to the Board her public company directorship experience. |

  31. DIRECTOR NOMINEES

    | Thomas D. Eckert Former Chairman of the Board, Chief Executive Officer and President of Capital Automotive Real Estate Services, Inc. | | | INDEPENDENT Director since: 2019 Committees: Audit; Compensation (Chair) Age: 78 Other Current Public Company Boards: None | Professional Experience Mr. Eckert has served as a director on the Board since September 2019. Mr. Eckert previously served at Capital Automotive Real Estate Services, Inc., a privately owned real estate company that owns and manages net-leased real estate for automotive retailers, as President and Chief Executive Officer from 2005 until 2011 and as Chairman of the board of directors from 2011 until 2014. Prior to that, Mr. Eckert served as President, Chief Executive Officer and a trustee of Capital Automotive REIT (Nasdaq: CARS) from its founding in 1997 until it was taken private in 2005. Prior to his tenure at Capital Automotive, Mr. Eckert served at Pulte Home Corporation, a U.S. homebuilder company, from 1983 until 1997. Prior to working at Pulte, Mr. Eckert spent over seven years with the public accounting firm of Arthur Andersen LLP. Since December 2024, Mr. Eckert has served on the board of trustees of BIGI REIT, a private industrial income trust and affiliate of Bridge Investment Group Holdings Inc. (NYSE: BRDG), an alternative investment manager. In addition, Mr. Eckert formerly served on the board of directors of NVR, Inc. (NYSE: NVR) from 2011 until 2025; on the board of trustees of Chesapeake Lodging Trust (“Chesapeake”) (NYSE: CHSP) from 2010 until Park’s acquisition of Chesapeake in 2019; on the board of directors of Dupont-Fabros Technologies, Inc. (NYSE: DFT) from 2007 until 2017; as the Chairman on the board of directors of The Munder Funds, a $10 billion mutual fund group, from 2006 until 2014; on the board of trustees of The Victory Funds, a $20 billion mutual fund group, from 2014 until 2015; and on the board of trustees of Gramercy Property Trust from 2015 until 2018. Additionally, Mr. Eckert is currently an Emeritus Trustee of The College Foundation at the University of Virginia. Mr. Eckert received a Bachelor degree in Business Administration from the University of Michigan. Key Qualifications and Experience Mr. Eckert brings to the Board his extensive financial and leadership experience, including service as a chief executive officer of a publicly-traded REIT. In addition, Mr. Eckert brings to the Board his public company directorship experience. |

  32. DIRECTOR NOMINEES

    | 16 | 2026 PROXY STATEMENT | |

  33. DIRECTOR NOMINEES

    | Geoffrey M. Garrett Dean of Marshall School of Business of the University of Southern California | | | INDEPENDENT Director since: 2017 Committee: Audit; Compensation Age: 67 Other Current Public Company Boards: None | Professional Experience Mr. Garrett has served as a director of the Board since June 2017. Mr. Garrett currently serves as dean of the University of Southern California’s Marshall School of Business (“Marshall”). Prior to his appointment as dean of Marshall in July 2020, Mr. Garrett served as the dean of the Wharton School of Business at the University of Pennsylvania from 2014 to 2020, the dean of the business school at University of New South Wales in Australia from January 2013 until June 2014 and the dean of the business school at the University of Sydney, Australia from January 2013 until December 2013. From 2008 until 2012, Mr. Garrett served as the Founding Chief Executive Officer and a Professor of Political Science at the United States Studies Centre in Sydney, Australia. Prior to that, Mr. Garrett served as President of the Pacific Council of International Policy in Los Angeles from 2005 until 2009 and the dean of the UCLA International Institute from 2001 until 2005. Mr. Garrett previously served as a professor at Oxford University, Stanford University, Yale University and as a member of the faculty in the Management Department at Wharton. Mr. Garrett received a Bachelor of Arts degree with Honors from the Australian National University and a Master of Arts and Doctor of Philosophy degrees from Duke University where he was a Fulbright Scholar. Key Qualifications and Experience Mr. Garrett brings to the Board his extensive leadership and management experience, as well as a diverse perspective gained from serving as the dean of one of the most prominent business schools in the United States. |

  34. DIRECTOR NOMINEES

    | Christie B. Kelly Former Executive Vice President, Chief Financial Officer and Treasurer of Realty Income Corporation | | | INDEPENDENT Director since: 2016 Committees: Audit (Chair); Compensation Age: 64 Other Current Public Company Boards: ➣Iron Mountain Incorporated ➣Kite Realty Group Trust ➣Legence Corp. | Professional Experience Ms. Kelly has served as a director on the Board since December 2016. Ms. Kelly most recently served as the Executive Vice President, Chief Financial Officer and Treasurer of Realty Income Corporation (NYSE: O), a REIT focused on investing in free-standing, single-tenant commercial properties that are subject to triple-net leases, from January 2021 until December 2023. Prior to her appointment as Chief Financial Officer of Realty Income in January 2021, Ms. Kelly served as Executive Vice President and Chief Financial Officer of Jones Lang LaSalle Incorporated (NYSE: JLL) (“JLL”), a publicly traded financial and professional services firm specializing in real estate, from July 2013 until September 2018. Prior to her tenure at JLL, Ms. Kelly served as Executive Vice President and Chief Financial Officer of Duke Realty Corporation (NYSE: DRE) (“Duke”) from 2009 until June 2013. From 2007 until she joined Duke in 2009, Ms. Kelly served as Senior Vice President, Global Real Estate at Lehman Brothers, where she led real estate equity syndication in the United States and Canada. Prior to that, Ms. Kelly served at General Electric Company (NYSE: GE) from 1983 to 2007 in numerous finance and operational financial management positions in the United States, Europe and Asia that included responsibility for mergers and acquisitions, process improvements, internal audit and enterprise risk management. Ms. Kelly currently serves on the board of directors of Kite Realty Group Trust (NYSE: KRG), Iron Mountain Incorporated (NYSE: IRM) and Legence Corp. (NASDAQ GS: LGN), where she serves as the chair of the Audit Committee. Additionally, Ms. Kelly serves on the board of directors of Gilbane, Inc., a private global development company. Ms. Kelly served on the board of directors of Realty Income Corporation from November 2019 until January 2021. Ms. Kelly received her Bachelor of Arts degree in Economics from Bucknell University. She has been recognized as one of the Women of Influence by the Indianapolis Business Journal. Key Qualifications and Experience Ms. Kelly brings to the Board financial and industry-specific expertise, including as chief financial officer of a REIT, as well as her public company directorship experience. Additionally, the Board values Ms. Kelly’s extensive network in the REIT-industry. The Board believes that the combination of Ms. Kelly’s experience, network and dedication, which she has consistently demonstrated by, among other things, her exemplary engagement and attendance at Board meetings since joining the Board, is a valuable asset to our Company. |

  35. DIRECTOR NOMINEES

    | | 2026 PROXY STATEMENT | 17 |

  36. DIRECTOR NOMINEES

    | Terri D. McClements Former Partner at PricewaterhouseCoopers | | | INDEPENDENT Director since: 2024 Committees: Audit; Governance Age: 63 Other Current Public Company Boards: None | Professional Experience Ms. McClements has served as a director on the Board since January 2024. Ms. McClements most recently served as a partner in the Washington, D.C. office at PricewaterhouseCoopers (“PwC”), a multinational professional service firm that is considered one of the “Big Four” accounting firms, from 1997 until her retirement in June 2023. While at PwC, Ms. McClements served as an advisor to Fortune 100 and 500 multinational companies and their boards of directors on organizational change, digital/cloud transformations, human capital, financial/accounting and securities reporting matters and was appointed to manage PwC’s project management office responses to both the Ukraine and COVID-19 crises. Ms. McClements was also charged with managing the firm’s partner candidate leadership development experience from 2020 until June 2023. Between 2017 and 2020, Ms. McClements was the Mid-Atlantic Market Managing Partner for PwC, overseeing over 6,000 professionals across all lines of service for the mid-Atlantic region of the country. Ms. McClements currently serves as the chair of the board of directors of the American Cancer Society and on the board of directors of Inova Health System. Ms. McClements received her Bachelor of Science degree in Accounting from California University of Pennsylvania. She has been recognized as one of the 100 Most Powerful Women in Washington by the Washingtonian Magazine (2017, 2019 and 2021), as one of the 50 Most Influential Virginians by Virginia Business (2018-2021) and was inducted into the Washington Business Hall of Fame in December of 2023. Key Qualifications and Experience Ms. McClements brings to the Board her record of achievement during a 38 year career that provided her with extensive financial and management experience, including service as a Senior Partner and Mid-Atlantic Market Managing Partner at a large multinational professional service firm. In addition, Ms. McClements brings to the Board her human capital and DE&I management experience. |

  37. DIRECTOR NOMINEES

    | Thomas A. Natelli President and Chief Executive Officer of Natelli Communities | | | INDEPENDENT Director since: 2019 Committees: Audit; Governance Age: 65 Other Current Public Company Boards: None | Professional Experience Mr. Natelli has served as a director on the Board since September 2019. Mr. Natelli has served as President and Chief Executive Officer of Natelli Communities, a privately held real estate investment and development company, since 1987. Mr. Natelli is the past chairman and has served on the board of the School of Engineering at Duke University since 2006. He has served on the President’s Council of Catholic Charities of Washington DC since 2014. Previously, Mr. Natelli served on the board of directors of Quantum Loophole, Inc., a privately held developer of data center campuses, from 2021 until 2024; on the board of directors of Chesapeake Lodging Trust (NYSE: CHSP) from 2010 until Park’s acquisition of Chesapeake in 2019; on the board of directors of Highland Hospitality Corporation (NYSE: HIH) from 2003 until 2007; on the board of trustees of Suburban Hospital Healthcare System from 1993 until 2006; and on the board of directors of FBR National Bank and Trust, a wholly-owned affiliate of Friedman, Billings, Ramsey Group, Inc. (NYSE: FBR) from 2001 until 2005. Mr. Natelli served as President of the Board of the Montgomery County Chamber of Commerce in 1993, and played a central role in creating the Montgomery Housing Partnership in 1989, a non-profit organization created to preserve and expand the supply of affordable housing in Montgomery County, Maryland. Mr. Natelli received his Bachelor of Science degree in Mechanical Engineering from Duke University in 1982. Key Qualifications and Experience Mr. Natelli brings to the Board industry-specific experience in the real estate sector, as well as his public company directorship experience. |

  38. DIRECTOR NOMINEES

    | 18 | 2026 PROXY STATEMENT | |

  39. DIRECTOR NOMINEES

    | Timothy J. Naughton Non-Executive Chairman of the Board and Former Chief Executive Officer of AvalonBay | | | INDEPENDENT Director since: 2017 Committees: Compensation; Governance Age: 64 Other Current Public Company Boards: ➣AvalonBay Communities, Inc. ➣BXP, Inc. | Professional Experience Mr. Naughton has served as a director on the Board since January 2017. Mr. Naughton currently serves as the Non- Executive Chairman of the Board of Directors of AvalonBay Communities, Inc. (NYSE: AVB) (“AvalonBay”), a REIT focused on multifamily communities. Joining AvalonBay’s predecessor entity in 1989, Mr. Naughton has served as Executive Chairman or Chairman of the board of directors for AvalonBay since May 2013, and served as Chief Executive Officer from January 2012 until January 2022, as President from February 2005 until February 2021, as Chief Operating Officer from 2001 until 2005, as Senior Vice President, Chief Investment Officer from 2000 until 2001 and as Senior Vice President and Vice President, Development and Acquisitions from 1993 until 2000. Since May 2024, Mr. Naughton has served on the board of directors of BXP, Inc. (NYSE: BXP), the largest publicly traded developer, owner and manager of premier workplaces in the United States. Mr. Naughton served on the board of directors of Welltower Inc. (NYSE: WELL) from 2013 until 2019, previously served on the executive board of Nareit, is a member of The Real Estate Round Table, is a member and past Chairman of the Multifamily Council of the Urban Land Institute and is a member of the Real Estate Forum. Mr. Naughton received his Master of Business Administration from Harvard Business School and received his Bachelor of Arts degree in Economics with High Distinction from the University of Virginia, where he was elected to Phi Beta Kappa. Key Qualifications and Experience Mr. Naughton brings to the Board industry-specific experience in the real estate sector, including as chief executive officer of a REIT, as well as his extensive public company directorship experience. |

  40. DIRECTOR NOMINEES

    | Stephen I. Sadove Founding Partner of JW Levin Management Partners LLC and Former Chairman of the Board and Chief Executive Officer of Saks Inc. | | | INDEPENDENT Director since: 2017 Committees: Compensation; Governance Age: 74 Other Current Public Company Boards: ➣Aramark ➣Movado Group, Inc. | Professional Experience Mr. Sadove has served as a director on the Board since January 2017 and as the Board’s lead independent director since April 2022. Mr. Sadove has served as a founding partner of JW Levin Management Partners LLC, a private management and investment firm, since 2015. Mr. Sadove has also served as principal of Stephen Sadove and Associates, which provides consulting services to the retail industry, since 2014. From 2007 until 2013, Mr. Sadove served as Chairman and Chief Executive Officer of Saks Incorporated (“Saks”), an owner and operator of high-end department stores in the United States. Prior to that, Mr. Sadove served Saks as Vice Chairman from January 2002 until March 2004, as Chief Operating Officer from March 2004 until January 2006 and was named Chief Executive Officer in 2006. Prior to his tenure with Saks, Mr. Sadove served Bristol-Myers Squibb Company (NYSE: BMY) from 1991 until 2001, as President, Clairol from 1991 until 1996, as President, Worldwide Beauty Care from 1996 until 1997, as President, Worldwide Beauty Care and Nutritionals from 1997 until 1998 and as Senior Vice President of Bristol-Myers Squibb and President, Worldwide Beauty Care from 1997 until 2001. Mr. Sadove currently serves on the board of directors of Aramark (NYSE: ARMK), where he is also Non-Executive Chairman of the Board; Movado Group, Inc. (NYSE: MOV); Waterloo Sparkling Water, a privately-held sparkling water producer, where he serves as Non- Executive Chairman of the Board; and Belk Department Stores., a privately-held department store company, where he serves as Chairman. Mr. Sadove served on the board of directors of J.C. Penney Company, Inc. (NYSE: JCP) until May 2016, Ruby Tuesday, Inc. (NYSE: RT) until December 2017 and Colgate-Palmolive Company (NYSE: CL), until May 2024. Mr. Sadove received his Master of Business Administration degree with Distinction from Harvard Business School and received his Bachelor’s degree in Government from Hamilton College. He currently is a life trustee of Hamilton College. Key Qualifications and Experience Mr. Sadove brings to the Board extensive operations and management experience, including as chief executive officer of a large, national retailer, as well as his extensive public company directorship experience. |

  41. DIRECTOR NOMINEES

    | | 2026 PROXY STATEMENT | 19 |

  42. SUMMARY OF DIRECTOR NOMINEES’ SKILLS AND EXPERIENCE

    SUMMARY OF DIRECTOR NOMINEES’ SKILLS AND EXPERIENCE

  43. SUMMARY OF DIRECTOR NOMINEES’ SKILLS AND EXPERIENCE

    | | Baltimore, Thomas J., Jr. | Bedient, Patricia M. | Eckert, Thomas D. | Garrett, Geoffrey M. | Kelly, Christie B. | McClements, Terri D. | Natelli, Thomas A. | Naughton, Timothy J. | Sadove, Stephen I. | | SKILLS AND EXPERIENCE | | | | | | | | | | | ACCOUNTING / FINANCIAL EXPERTISE enables an in-depth understanding of our financial reporting and internal controls, ensuring transparency and accuracy | | • | • | | • | • | | | | | ACCOUNTING / FINANCIAL LITERACY enables a general understanding of our financial reporting and internal controls, ensuring transparency and accuracy | • | • | • | • | • | • | • | • | • | | BOARD OF DIRECTORS experience in serving on public sector, private sector or non-profit boards | • | • | • | • | • | • | • | • | • | | BUSINESS OPERATIONS experience provides directors with a practical understanding of developing, implementing and evaluating our operating plans and strategies | • | • | • | • | • | • | • | • | • | | EXECUTIVE experience in leadership role as a company executive officer or head of a government or academic organization | • | • | • | • | • | • | • | • | • | | FINANCIAL / CAPITAL MARKETS experience is important to raising the capital needed to fund our business | • | • | • | | • | • | • | • | • | | LODGING knowledge of the lodging industry and the issues facing hotels, brands and owners | • | | • | | | | • | | | | MANAGEMENT experience provides directors a practical understanding of developing, implementing and assessing our operating plan and business strategy | • | • | • | • | • | • | • | • | • | | REAL ESTATE experience is important to understanding the business and strategy of a real estate company | • | • | • | • | • | • | • | • | • | | REITS prior knowledge of the issues facing real estate investment trusts including taxation and public markets | • | • | • | | • | • | • | • | • | | RETAIL experience is important in understanding hospitality as a retail platform and also the retail that exists in many hotels within the Company’s portfolio | • | | • | | • | | • | • | • | | RISK MANAGEMENT experience is critical to the Board’s role in overseeing the risks facing the Company | • | • | • | • | • | • | • | • | • | | TECHNOLOGY / CYBER SYSTEMS relevant to the Company as it looks to enhance internal operations and assess cyber issues | | • | | | • | • | | | • | | DEMOGRAPHICS | | | | | | | | | | | RACIAL / ETHNICITY | | | | | | | | | | | AFRICAN AMERICAN / BLACK | • | | | | | | | | | | WHITE / CAUCASIAN | | • | • | • | • | • | • | • | • | | GENDER | | | | | | | | | | | FEMALE | | • | | | • | • | | | | | MALE | • | | • | • | | | • | • | • | | INDEPENDENCE | | | | | | | | | | | INDEPENDENT DIRECTOR | | • | • | • | • | • | • | • | • |

  44. SUMMARY OF DIRECTOR NOMINEES’ SKILLS AND EXPERIENCE

    | 20 | 2026 PROXY STATEMENT | |

  45. SUMMARY OF DIRECTOR NOMINEES’ SKILLS AND EXPERIENCE

    CORPORATE

  46. Program Details

    Our Chairman and Chief Executive Officer does not receive any additional compensation for serving as a director. On April 25, 2025, each independent director serving at such time received a grant of restricted stock in an amount equal to the annual equity award for the service period from April 25, 2025 until April 24, 2026, the date of our 2026 annual meeting, with such awards vesting on the date of the 2026 annual meeting. Our directors, as holders of restricted stock, will receive dividends, if any, on such restricted stock at the same time that regular dividend payments are made on the Company’s common stock. The next equity award grant to our independent directors is expected to be made on or around the date of our 2026 annual meeting of stockholders and will represent the directors’ annual grant for their services as a director until the 2027 annual meeting of stockholders. All cash retainers will be paid to each independent director in quarterly installments. Any independent director may elect to receive all or a portion of his or her cash Board fees in fully vested shares of the Company’s common stock of an equivalent value, which have a grant date that is five business days before the regular quarterly payment date of such cash fees. Additionally, all of our directors will be reimbursed for reasonable travel and related expenses associated with attendance at our Board or committee meetings.

  47. DIRECTOR COMPENSATION FOR 2025

    DIRECTOR COMPENSATION FOR 2025 The table below sets forth information regarding non-employee director compensation for the fiscal year ended December 31, 2025. Mr. Baltimore is compensated as an executive officer and did not receive any compensation from the Company for serving as a director during fiscal year 2025.

  48. DIRECTOR COMPENSATION FOR 2025

    | Name | Fees Earned or Paid in Cash(1) ($) | Stock Awards(2) ($) | All Other Compensation(3) ($) | Total ($) | | Patricia M. Bedient | 112,632 | 155,000 | — | 267,632 | | Thomas D. Eckert | 112,658 | 155,000 | — | 267,658 | | Geoffrey M. Garrett | 101,877 | 155,000 | 1,050 | 257,927 | | Christie B. Kelly | 117,648 | 155,000 | 1,080 | 273,728 | | Terri D. McClements | 99,529 | 155,000 | 675 | 255,204 | | Thomas A. Natelli | 101,848 | 155,000 | — | 256,848 | | Timothy J. Naughton | 101,848 | 155,000 | — | 256,848 | | Stephen I. Sadove | 143,739 | 155,000 | 3,802 | 302,541 |

  49. DIRECTOR COMPENSATION FOR 2025

    (1)The following directors elected to receive all or a portion of their respective cash compensation in the form of fully vested shares of the Company’s common stock, which election resulted in the following number of fully vested shares being granted during fiscal year 2025, which number of shares were determined using the closing price of Park’s common stock on the NYSE on the applicable grant date: Ms. Bedient, 10,244; Ms. Kelly, 10,700; Ms. McClements, 1,874; Mr. Natelli, 9,265; Mr. Naughton, 9,265; and Mr. Sadove, 6,297. (2)Amounts shown in the Stock Awards column reflect the aggregate grant date fair value of each director’s restricted stock award granted in fiscal year 2025, computed in accordance with Financial Accounting Standards Board and Accounting Standards Codification (“FASB ASC”) Topic 718. The grant date fair value of such awards is determined using the fair value of the underlying common stock on the grant date. As of December 31, 2025 each of our non-employee directors held 15,500 restricted shares in relation to their unvested annual restricted stock award granted in April 2025. (3)Amounts shown in the All Other Compensation column reflect the complimentary rooms, valued at the incremental cost to Park of the hotel room stay, for directors staying at properties owned by Park.

  50. DIRECTOR COMPENSATION FOR 2025

    | | 2026 PROXY STATEMENT | 33 |

  51. DIRECTOR COMPENSATION FOR 2025

    PARK’S EXECUTIVE OFFICERS

  52. COMPANY PERFORMANCE HIGHLIGHTS

    In fiscal year 2025, as described in the preceding section and in more detail below under “—Compensation Framework—Short- Term Incentive—Individual Performance Objectives”, our NEOs showed determination, flexibility and a willingness to continue to make impactful changes to Park’s portfolio that we believe will enable the Company to build long-term value. Over the past few years, Park’s total stockholder return has outperformed more than half of its industry peers (see Total Stockholder Return — 2023 through 2025 chart below). Overall, despite 2025 proving to be a challenging year for the hospitality/ lodging REIT sector (see Total Stockholder Return — 2025 chart below) due to unpredictable and at-times chaotic macroeconomic factors, Park remains confident that by maintaining our focus on our key priorities, which includes aggressive asset management, prudent capital allocation and the deleveraging of our balance sheet, we will be well positioned to create sustained value and positive returns for our stockholders over time. *Source: FactSet data as of December 31, 2025. Peer group in charts above consists of companies that comprise the FTSE Nareit Lodging/Resorts Index and that have a market capitalization in excess of $1 billion as of December 31, 2025 (the “FTSE Nareit Lodging/Resorts Peer Group”). For more information on our 2025 results and other related financial measures, see our 2025 Annual Report.

  53. EXECUTIVE COMPENSATION KEY ATTRIBUTES

    | What We Do | What We Don’t Do | | ✓Maintain a short-term incentive program that is performance oriented and is based on rigorous and measurable Company performance metrics and individual performance objectives | ×No guaranteed minimum short-term incentive or long- term incentive payouts or annual salary increases | | ✓Use total stockholder return tied to multi-year performance as the sole performance metric for our performance stock units granted in 2025 | ×No tax gross-ups upon a change in control | | ✓Maintain meaningful executive and independent director stock ownership policy •6x for our Chief Executive Officer •3x for other executive officers •5x annual cash retainer for directors | ×No employment agreements with executives (other than our Chief Executive Officer, whose employment agreement was required in order to bring him to our Company from another chief executive officer position) | | ✓Engage an independent compensation consultant | ×No pledging or hedging activities permitted by our executives and directors | | ✓Conduct an annual peer group review to ensure total compensation is properly benchmarked | ×No plan design features that encourage excessive or imprudent risk taking | | ✓Offer limited perquisites | ×No dividends on unearned performance stock units | | ✓Maintain an incentive compensation clawback policy that complies with the requirements imposed pursuant to Exchange Act Rule 10D-1 and provides for clawback of excess incentive-based compensation in the event of an accounting restatement | ×No uncapped short-term incentive or long-term incentive payouts |

  54. ROLE OF COMPENSATION CONSULTANT

    ROLE OF COMPENSATION CONSULTANT In 2017, following the Spin-off, the Committee engaged the services of Ferguson Partners Consulting L.P. (“FPC”) as its independent compensation consultant. FPC provides the Committee with advice and resources to help it assess the effectiveness of the Company’s executive compensation strategy and programs. A representative of FPC typically attends meetings of the Committee and communicates with the Committee Chair between meetings. FPC reports directly to the Committee, and the Committee has the sole power to terminate or replace FPC at any time. The Committee assessed the independence of FPC in 2025 in accordance with the applicable rules of the SEC and the NYSE. After considering the foregoing, the Committee determined that it was appropriate to engage FPC as its independent compensation consultant. During 2025, FPC did not work for management and did not receive any compensation from the Company other than for its work in advising the Committee.

  55. USE OF PEER GROUP DATA

    USE OF PEER GROUP DATA The Committee uses compensation data compiled from Park’s peer group of companies for benchmarking purposes. The Committee reviews such data annually. In addition, the Committee updates, as necessary and upon recommendation of FPC, the companies in our peer group. The peer group consists of companies that are either (i) primarily operating in the real estate and/or hotel/lodging industries or (ii) geographically located in similar markets and that are generally between 0.5x and 2.0x the size of the Company (as defined by total capitalization). We believe the peer group companies represent the size, industry and geography with which we currently compete for executive talent. The peer group companies also include many of our principal business peers. FPC’s benchmarking compared the compensation of our executive officers based on base salary and total target compensation (including base salary, target short-term annual incentive compensation and target long-term incentive compensation) with that of executive officers of similar titles and job roles across the peer companies. The Committee considered and expects to continue to consider the amount and mix of base and variable compensation by referencing, for each executive officer position, the prevalence of each element and the level of compensation that is provided in the market based on FPC’s comparative analysis. In October 2024, the Committee approved a 14-company peer group set forth below for fiscal year 2025 executive compensation benchmarking purposes, which reflected (i) the removal of Apartment Income REIT Corp. from the peer group following its acquisition by Blackstone Real Estate in June 2024 as it was no longer an available peer and (ii) the addition of Marriott Vacations Worldwide Corp. to the peer group, as this company closely mirrors the Company in terms of asset class and size and includes the Company in its respective peer group for executive compensation benchmarking purposes. The Committee expects to continue to annually review the composition of our peer group and make changes when appropriate.

  56. USE OF PEER GROUP DATA

    | Peer | Industry | Total Capitalization ($MM) as of December 31, 2025 | | Hyatt Hotels Corporation | Hotel | $21,151 | | Host Hotels & Resorts, Inc. | Hotel | $17,449 | | Federal Realty Investment Trust | Shopping Center | $13,805 | | Hilton Grand Vacations Inc. | Hotel, Resorts and Cruise Lines | $10,772 | | Ryman Hospitality Properties, Inc. | Hotel | $9,962 | | Wyndham Hotels & Resorts, Inc. | Hotel | $8,300 | | Marriott Vacations Worldwide Corp. | Hotel, Resorts and Cruise Lines | $7,003 | | Park Hotels & Resorts Inc. | Hotel | $6,505 | | Apple Hospitality REIT, Inc. | Hotel | $4,340 | | JBG SMITH Properties | Diversified | $3,987 | | Pebblebrook Hotel Trust | Hotel | $3,776 | | RLJ Lodging Trust | Hotel | $3,442 | | DiamondRock Hospitality Company | Hotel | $2,826 | | Sunstone Hotel Investors, Inc | Hotel | $2,708 | | Xenia Hotels & Resorts, Inc. | Hotel | $2,556 | | Source: S&P Capital IQ as of December 31, 2025. | | |

  57. USE OF PEER GROUP DATA

    | 42 | 2026 PROXY STATEMENT | |

  58. USE OF PEER GROUP DATA

    In January 2026, the Committee again reviewed the composition of our peer group. Based on the recommendation from FPC, no changes were made to the peer group for fiscal year 2026 executive compensation benchmarking purposes.

  59. COMPENSATION FRAMEWORK

    | Element | Form | Primary Objective | Key Features | | Base Salary | Cash | Recognize the performance of job responsibilities | Adjustments are considered annually based on competitive market analysis and individual performance | | | | Attract and retain the best executive talent to drive our success | | | Short-Term Incentive | Cash | Promote short-term business objectives and growth strategies | Annual awards are made with respect to achievement of Company performance objectives and individual performance | | | | Align pay with performance | | | Long-Term Incentive | Restricted stock awards (RSAs) | Promote long-term value creation and growth strategies | 35% of CEO’s annual award and 40% of our other NEO’s annual award was delivered in RSAs that vest over 3 years | | | | Encourage maximization of stockholder value | | | | Performance stock units (PSUs) | | Remaining 65% of CEO’s annual award and 60% of our other NEO’s annual award was delivered in PSUs with a 3 year performance period based solely on relative total stockholder return | | | | Promote retention and provide ongoing incentives by encouraging long-term stock ownership | |

  60. Compensation and Performance Alignment

    Compensation and Performance Alignment The Committee takes seriously its responsibility to maintain appropriate pay for performance alignment and has structured the executive compensation program so that the vast majority of compensation value delivered to our executives is in the form of compensation that is variable or “at-risk” based on Park’s performance or relative total stockholder return. The following charts illustrate the mix between the compensation elements (base salary, annual short-term incentive in the form of cash and annual long-term incentive in the form of RSAs and PSUs) for our Chief Executive Officer and the average of our other NEOs, in each case based on target levels of compensation. Consistent with our compensation philosophy, approximately 88.5% of our Chief Executive Officer’s compensation was performance-based or at-risk and approximately 75.8% of the average compensation of our other NEOs was performance-based or at-risk.

  61. Short-Term Incentive

    Short-Term Incentive Structure The Company’s executive short-term incentive program (as amended, the “STIP”) is designed to reward Company executives designated at the level of senior vice president and above based on our Company’s overall performance and the individual’s contribution to that performance. Pursuant to the STIP, each fiscal year, the Committee will determine a target bonus (the “Target Bonus”) for each participant who is a member of the Executive Committee or is subject to Section 16 of the Exchange Act. Under the terms of the STIP and unless otherwise determined by the Committee, the Target Bonus for each such participant will be in the amount or within the range set forth in the table below.

  62. Short-Term Incentive

    | Participant Level | Target Bonus(1) | | Chief Executive Officer | 175% of base salary | | Executive Vice President | Up to 100% of base salary | | Senior Vice President | Up to 75% of base salary |

  63. Short-Term Incentive

    (1)For fiscal year 2025, the threshold and maximum amounts of the Chief Executive Officer’s bonus under the STIP was 87.5% and 350%, respectively, of base salary (with the Committee having discretion to set a higher threshold amount and/or a higher maximum amount; however, such discretion to set a higher threshold and/or maximum amount was not used in 2025). The threshold and maximum amounts for each other NEO will be determined by the Committee each fiscal year.

  64. Short-Term Incentive

    | | Target Bonus | | | Participant Level | Company Performance Objective | Individual Performance Objective | | Chief Executive Officer | 90% | 10% | | Executive Vice President | 80% | 20% | | Senior Vice President | 75% | 25% |

  65. Short-Term Incentive

    Each fiscal year, annual STIP bonuses will be earned based on the achievement of (i) individual performance objectives and (ii) company performance objectives as determined by the Committee at the beginning of such fiscal year, with such allocation between individual and corporate performance objectives determined by the participant’s level as reflected in the corresponding table. As discussed below, starting in 2020, given the uncertainty and disruption from the COVID-19 pandemic, company performance objectives were set in two phases for the year. That practice has continued through 2025 as a result of the continuing unpredictability and uncertainty from evolving macro-economic factors (including elevated inflation and interest rates, potential economic slowdown or a recession and geopolitical conflicts or trends). Additionally, in 2025, to highlight our continued commitment to our corporate responsibility strategy, the Committee approved the fourth annual corporate responsibility scorecard to be included as a component of the individual performance objective portion of the 2025 annual STIP for each of our NEOs, including the Chief Executive Officer. The metrics measured by the Committee are based on the achievement of goals for each corporate responsibility category. Generally, to receive an award under the STIP, participants must be employed by the Company through December 31 of the relevant fiscal year. Notwithstanding the foregoing, in the event of a participant’s termination of employment (other than with respect to Mr. Baltimore whose payments upon termination of employment are set forth pursuant to the terms of his Executive Employment Agreement with the Company, dated April 26, 2016 (the “CEO Employment Agreement”)) prior to December 31 of the relevant fiscal year (i) due to death or “disability” (as defined in the Company’s 2017 Omnibus Incentive Plan (Amended and Restated Effective as of April 26, 2023) (the “2017 Omnibus Incentive Plan”)), the participant will receive a bonus for such fiscal year based on achievement of target performance but prorated for the actual days worked during such year, or (ii) due to “retirement” (as defined in the STIP), the participant will receive a bonus for such fiscal year based on actual achievement but prorated for the actual days worked during such year. In the event of a participant’s termination of employment by the Company for “cause” (as defined in the 2017 Omnibus Incentive Plan) following the end of the relevant fiscal year but prior to the payment of STIP bonuses for such fiscal year, the participant will forfeit his or her right to receive an annual STIP bonus for such fiscal year. 2025 Target STIP Awards In February 2025, the Committee approved a target bonus for fiscal year 2025 for Mr. Baltimore of 175% of his base salary, with his bonus range being set at 87.5% to 350% of his base salary. The Committee also approved 2025 target bonuses of 100% of base salary (with bonus ranges of 50% to 200% of base salary) for each of Messrs. Dell’Orto, Mayfield and Morey and Ms. Vu.

  66. Short-Term Incentive

    | | 2026 PROXY STATEMENT | 45 |

  67. Short-Term Incentive

    The chart below sets forth the target bonus opportunity as a percent of base salary and actual STIP bonus opportunity in dollars for each NEO at the threshold, target and high level for fiscal year 2025:

  68. Short-Term Incentive

    | Name | Target STIP Opportunity (as a % of base salary) | STIP Bonus Opportunity ($) | | | | | | Threshold ($) | Target ($) | High ($) | | Thomas J. Baltimore, Jr. | 175% | 962,500 | 1,925,000 | 3,850,000 | | Sean M. Dell’Orto | 100% | 310,811 | 621,621 | 1,243,242 | | Carl A. Mayfield | 100% | 295,270 | 590,540 | 1,181,080 | | Thomas C. Morey | 100% | 310,811 | 621,621 | 1,243,242 | | Nancy M. Vu | 100% | 268,428 | 536,855 | 1,073,710 |

  69. Short-Term Incentive

    2025 Company Performance Objectives In February 2025, given the continued uncertainty regarding macro-economic factors and disruptions and their rapidly, evolving nature (including elevated inflation and interest rates, potential economic slowdown or a recession and geopolitical conflicts or trends), the Committee approved continuing to split determination of the performance levels for the 2025 corporate performance objectives into two phases, with the first phase corporate performance objectives (the “Phase I Corporate Objectives”) being approved by the Committee in February 2025 and the second phase corporate performance objectives (the “Phase II Corporate Objectives”) being approved by the Committee at a later date when the Company and the Committee hoped to have greater visibility into the timing and trajectory of the Company’s performance results and the general economy. The Committee also concluded that, for the purpose of annual STIP bonuses, the final 2025 corporate performance objectives would be calculated as follows: (i) the Phase I Corporate Objectives would be collectively weighted 50% and (ii) the Phase II Corporate Objectives would be collectively weighted 50%. PHASE I CORPORATE OBJECTIVES – 50% weight In February 2025, the Committee adopted the following Phase I Corporate Objectives for the first half of 2025. The Committee also assigned each performance objective a relevant weighting, which would be consistent between the Phase I Corporate Objectives and the Phase II Corporate Objectives. The Committee selected the specific performance objectives because they complement various parts of the Company’s overall strategy and business goals as explained further below. The following chart sets forth the description and weighting of each Phase I Corporate Objective, as well as the threshold, target and high levels for such objectives and the achievement results in the first half of 2025.

  70. Short-Term Incentive

    | Phase I Corporate Objective (50%) | | | Measurement | | | | | | Allocation | Description | Threshold | Target | High | Achievement | | Comparable Portfolio RevPAR | 20% | Focuses on revenue within our portfolio—one of the Company’s core pillars of aggressive asset management | $182.13 | $188.66 | $195.19 | $187.09 | | Comparable Hotel Adjusted EBITDA Margin | 30% | Focuses on “margin improvement”—as expense reduction is another of our core pillars of aggressive asset management | 26.2% | 27.2% | 28.2% | 27.5% | | Adjusted EBITDA | 30% | Focuses on the Company’s overall earnings profile, which is affected by both asset management and acquisition and disposition activity | $302.7M | $327.7M | $352.7M | $327.1M | | Net Debt / TTM Adjusted EBITDA | 20% | Focuses on our overall net leverage position to align with maintaining a strong, conservative balance sheet | 6.30x | 5.90x | 5.50x | 5.89x |

  71. Short-Term Incentive

    Based on the above achievements, the NEOs had an achievement level of 104.7% of target with respect to the Phase I Corporate Objectives.

  72. Short-Term Incentive

    | 46 | 2026 PROXY STATEMENT | |

  73. Short-Term Incentive

    PHASE II CORPORATE OBJECTIVES – 50% weight In August 2025, based on visibility gained through the first half of 2025, the Committee adopted the following Phase II Corporate Objectives for the second half of 2025. Following the adoption of the Phase II Corporate Objectives, the Company experienced unexpected disruption during the fourth quarter of 2025 as a result of the federal government shutdown between October 1, 2025 through November 12, 2025. As a result, the Committee determined to re-calibrate the Phase II Corporate Objectives to account for this unexpected impact. The following chart sets forth the description and weighting of each Phase II Corporate Objective, as well as the threshold, target and high levels for such objectives and the achievement results (all as adjusted to reflect the impact of the federal government shutdown during the fourth quarter of 2025).

  74. Short-Term Incentive

    | Phase II Corporate Objective (50%) | Allocation | Description | Measurement | | | | | | | | Threshold | Target | High | Achievement | | Comparable Portfolio RevPAR | 20% | Focuses on revenue within our portfolio—one of the Company’s core pillars of aggressive asset management | $175.92 | $180.92 | $185.92 | $182.77 | | Comparable Hotel Adjusted EBITDA Margin | 30% | Focuses on “margin improvement”—as expense reduction is another of our core pillars of aggressive asset management | 24.1% | 25.1% | 26.1% | 25.6% | | Adjusted EBITDA | 30% | Focuses on the Company’s overall earnings profile, which is affected by both asset management and acquisition and disposition activity | $263.0M | $278.0M | $293.0M | $285.8M | | Net Debt / Adjusted EBITDA | 20% | Focuses on our overall net leverage position to align with maintaining a strong, conservative balance sheet | 6.50x | 6.30x | 6.10x | 6.07x |

  75. Short-Term Incentive

    Based on the above achievements, the NEOs had an achievement level of 158.1% of target with respect to the Phase II Corporate Objectives. After applying the applicable 50% weighting to each of the two phases for the corporate objectives, the NEOs had an achievement level of 131.4% of target with respect to the final aggregate 2025 corporate performance objective, compared to an achievement level of 141.4% of target with respect to the final aggregate 2024 corporate performance objective. Individual Performance Objectives Each February, as part of the Company’s compensation cycle, the Committee sets individual performance objectives for the full year for Mr. Baltimore. Thereafter, Mr. Baltimore sets individual performance objectives for each other executive officer. At the end of each compensation cycle, Mr. Baltimore reviews and determines each executive officer’s individual performance rating and the Committee reviews and determines Mr. Baltimore’s individual performance rating. The following table highlights the assessed achievements for each NEO. When determining individual performance ratings, Mr. Baltimore or the Committee (as applicable) considers the impact each individual had on the Company’s overall goals and their respective departments, including the key performance highlights below.

  76. Short-Term Incentive

    | | 2026 PROXY STATEMENT | 47 |

  77. Short-Term Incentive

    | Named Executive Officer | Individual Performance Highlights | | Thomas J. Baltimore, Jr. | •Successfully led the Company in evaluating and reshaping the Company’s portfolio, including through the disposition of Non-Core hotels such as Hyatt Centric Fisherman’s Wharf and the Company’s 25% joint venture interest in the Capital Hilton •Drove the strategic investment of capital into the Company’s Core portfolio, including the planned transformative renovation of 393 guestrooms and the addition of 11 guestrooms at the Royal Palm South Beach Miami •Oversaw the consistent payment of the Company’s quarterly dividend •Aggressively led the Company to evaluate opportunities and implement plans to activate real estate within the portfolio, including the development of adjacent parcels of land at Hilton Hawaiian Village and return on investment projects at Hilton Waikoloa Village and Hilton New Orleans Riverside •Continued working with Park’s third-party management companies to deliver value through strengthening communications and effectiveness to improve operating performance •Actively engaged and communicated with associates to inspire and motivate them and ensure that Park creates the right environment for their success in delivering the Company’s mission, values and goals to achieve long-term stockholder value •Successfully managed and maintained high quality relationships with the hospitality and investment communities by achieving credibility, clear and achievable expectations and transparency •Continued to assess and update enterprise risk management framework (including cybersecurity and environmental risk assessment and mitigation activities) |

  78. Short-Term Incentive

    | 48 | 2026 PROXY STATEMENT | |

  79. Short-Term Incentive

    | Named Executive Officer | Individual Performance Highlights | | Sean M. Dell’Orto | •Led the Board update of the Company’s strategic plan and assessment of the full potential of the portfolio based on cost efficiencies, revenue opportunities and return on investment projects in planning •Continued to strengthen the balance sheet and the Company’s liquidity position, including by (i) structuring and leading the transaction to amend and restate the Company’s Revolver and enter into a new 2025 Delayed Draw Term Loan, as well as (ii) evaluating options to push out maturities, lower interest costs and provide for prepay flexibility in the capital stack •Oversaw the continued improvement and effectiveness of the Company’s financial reporting functions, including the refinement of internal processes, reports, analytics and tools •Led the renewal of the Company’s property insurance policies •Supported the Company’s Investment team with underwriting and funding plans for potential acquisitions, dispositions, ground lease workouts and joint venture related matters | | Carl A. Mayfield | •Successfully led the transformative renovation being undertaken at the Royal Palm South Beach Miami •Oversaw the development and implementation of plans to activate the Company’s real estate, including leading renovation projects at the Hilton Waikoloa Village and the Hilton New Orleans Riverside •Executed on all approved risk and emergency capital projects within 3% of budget •Oversaw and updated the Company’s environmental, risk, energy and sustainability programs •Oversaw the upgrade and maintenance of the Company’ contract management system for design and construction contracts | | Thomas C. Morey | •Successfully managed the sale or exiting of five Non-Core hotels in 2025, including the sales of the Hyatt Centric Fisherman’s Wharf and our 25% joint venture interest in the Capital Hilton, as well as exiting from three expiring ground leases •Continued maintaining and refining an active “ready list” of potential acquisition opportunities in target markets •Maintained and continued to improve a strong portfolio management program interconnected with the Company’s Asset Management and Design & Construction teams •Actively engaged and communicated with lodging investment community to ensure strengthening of relationships to ensure that the Company is well positioned for future growth and access to market opportunities | | Nancy M. Vu | •Successfully managed the execution of the sale or exiting of five Non-Core hotels in 2025, including the sales of the Hyatt Centric Fisherman’s Wharf and our 25% joint venture interest in the Capital Hilton, as well as exiting from three expiring ground leases •Actively engaged in the negotiations and documentation of the Revolver and 2025 Delayed Draw Term Loan •Assisted the CEO with transparent and efficient Board communication •Oversaw the legal analysis, negotiation and communication of key operational matters with operators •Advised on all legal and entitlement aspects of the Company’s return on investment projects, including the development of adjacent parcels of land at Hilton Hawaiian Village and Casa Marina Key West and the renovation project at Royal Palm South Beach Miami |

  80. Short-Term Incentive

    The Committee also adopted the fourth annual corporate responsibility scorecard to motivate executives to achieve goals related to the Company’s commitment to driving sustainability and engagement throughout our business and to provide a discrete incentive for management to execute on our corporate responsibility strategy. While certain of the Company’s corporate responsibility goals are long-term in nature, the Committee believes that it is important to annually review, measure and assess

  81. Short-Term Incentive

    | | 2026 PROXY STATEMENT | 49 |

  82. Short-Term Incentive

    progress towards those goals. As a result, the Company included corporate responsibility objectives as a component of the individual performance objectives of the annual incentive program, rather than in the long-term incentive awards. The following chart sets forth the description and possible points for each goal for 2025, as well as the achievement results. In February 2025, the Committee approved that a total performance level of 22 points would result in a “high” score, 16 points would result in a “target” score and 11 would result in a “threshold” score.

  83. Short-Term Incentive

    | | MEASURE | RESULTS | POSSIBLE POINTS | ACTUAL POINTS | | ENVIRONMENTAL | Publish annual Corporate Responsibility Report inclusive of GRI, SASB and TCFD reporting standards | Completed in December 2025 and published in early January 2026 | 2 | 2 | | | Commence and complete retro-commissioning at Logan, New Orleans Riverside and Midtown; Conduct retro-commissioning study at Bonnet Creek | Retro-commissioning completed at Logan, New Orleans Riverside and Midtown with projects identified for 2026. Bonnet Creek retro-commissioning completed and report in process. | 4 | 4 | | | Design Phase II of solar panel project at Hilton Waikoloa Village | Design completed in 2025 and project initiated in December 2025 | 2 | 2 | | SOCIAL | Provide management level training opportunities to develop professional skills | Peer Mentoring Program Leadership Development Program - Continuing Education (i.e., Executive Presence) Presentation Skills Training Leadership Development Program | 3 | 3 | | | Provide at least two (2) opportunities for associates to participate in industry or lodging REIT sponsored events in order to promote and build relationships | Offered multiple opportunities, including: •NAREIT Conference •ALIS Conference •NYU Conference •Georgetown Hotel Lodging Legal Conference | 2 | 2 | | | Maintain overall employment engagement score above Professional Services benchmark average | Achieved +5 point score above Professional Services benchmark | 2 | 2 | | GOVERNANCE | Obtain 95% or higher completion of cyber security related training by associates | 90% completed annual training; 89% completed micro trainings | 2 | 1.8 | | | Obtain 95% or higher completion of annual Code of Conduct training by associates | 100% of associates completed annual Code of Conduct training | 2 | 2 | | | Obtain average ISS Monthly score of “3” or better for each of Governance, Environment and Social pillars | Through December, average scores are: 1. Governance - 1.0 2. Environment - 3.42 3. Social - 2.0 | 3 | 2.9 | | | TOTAL ACHIEVEMENT | | 22 | 21.7 |

  84. Short-Term Incentive

    Based on the above achievements, the NEOs had an achievement level of slightly below “high” with respect to the corporate responsibility scorecard.

  85. Short-Term Incentive

    | 50 | 2026 PROXY STATEMENT | |

  86. Short-Term Incentive

    2025 Actual STIP Awards Based on the above individual performance scores, which include as a component the results of the corporate responsibility scorecard, and the achievement of the corporate performance objectives set forth above, the Committee approved the following 2025 actual STIP awards:

  87. Short-Term Incentive

    | Name | Corporate Objective Payout ($) | Individual Performance Payout ($) | Total 2025 STIP Award ($) | Percentage of Target Paid Out | | Thomas J. Baltimore, Jr. | 2,276,505 | 385,000 | 2,661,505 | 138 % | | Sean M. Dell’Orto | 653,448 | 248,648 | 902,096 | 145 % | | Carl A. Mayfield | 620,775 | 236,216 | 856,991 | 145 % | | Thomas C. Morey | 653,448 | 124,324 | 777,772 | 125 % | | Nancy M. Vu | 564,342 | 214,742 | 779,084 | 145 % |

  88. Long-Term Incentive

    Long-Term Incentive Structure The Company’s LTIP executive long-term incentive program (the “LTIP”) is intended to focus our executive officers and other eligible employees on, and reward them for, achieving our long-term goals and enhancing stockholder value. Each fiscal year, the Committee will determine an aggregate target value (the “Aggregate Target Value”) under the LTIP for each participant who is a member of the Executive Committee or is subject to Section 16 of the Exchange Act. Pursuant to the LTIP, unless otherwise determined by the Committee, the Aggregate Target Value of each such participant, and the allocation of such Aggregate Target Value between a LTIP award granted in shares of RSAs and a LTIP Award granted in PSUs, will be in the amount or within the range set forth in the table below.

  89. Long-Term Incentive

    | Participant Level | Aggregate Target Value | Allocation of Aggregate Target Value | | | | | PSUs | RSAs | | Chief Executive Officer | $5,250,000 or more | 65% | 35% | | Executive Vice President | Up to 275% of base salary | 60% | 40% | | Senior Vice President | Up to 100% of base salary | 60% | 40% |

  90. Long-Term Incentive

    | | 2026 PROXY STATEMENT | 51 |

  91. Long-Term Incentive

    The illustration below sets forth the structure of our LTIP in fiscal year 2025:

  92. Long-Term Incentive

    | CEO | NEOs | Award | Features | | | 65% | 60% | Performance Stock Units | 100% Relative TSR vs. FTSE Nareit Lodging/Resorts Index* | | | | | | RESULT | HURDLES | | | | | Threshold (25%) | 25th percentile | | | | | Target (100%) | 50th percentile | | | | | High (200%) | 80th percentile | | | | | IF EARNED, CLIFF VEST AT THE END OF THE PERFORMANCE PERIOD (SUBJECT TO TSR MODIFIER FOR NEGATIVE TSR) | | | | 40% | | | | | 35% | | | | | | | | Time -Based Restricted Stock Awards | VEST RATABLY OVER THREE YEARS | |

  93. Long-Term Incentive

    The terms of each RSA award and PSU award are described below. •Each fiscal year’s RSA award will vest ratably on each of the first three anniversaries of the grant date, subject to the continued employment of the participant through the applicable vesting date. In the event of a participant’s termination of employment (i) without “cause” (as defined in the 2017 Omnibus Incentive Plan) or due to “retirement” (as defined in the RSA award agreement), in each case after the first anniversary of the grant date, all of the remaining unvested shares will become vested, (ii) without cause within 12 months following a “change in control” (as defined in the 2017 Omnibus Incentive Plan), all of the remaining unvested shares will become vested and (iii) due to death or “disability” (as defined in the 2017 Omnibus Incentive Plan), a prorated amount of the shares will vest based on the actual days worked during the vesting period. With respect to the Chief Executive Officer’s RSA awards, the vesting upon termination of employment will be as set forth in the CEO Employment Agreement, as described below. Participants will receive dividends on the RSAs at the same time that regular dividend payments are made on the Company’s common stock. •Each fiscal year’s PSU award will vest based on the Company’s total stockholder return relative to the total stockholder returns of the companies that comprise the FTSE Nareit Lodging/Resorts Index and that have a market capitalization in excess of $1 billion as of the first day of the applicable performance period (the “PSU TSR metric”), in each case over a three-year performance period beginning on January 1 of the fiscal year of such grant (each a “Performance Period”), subject to the participant’s continued employment through the end of the Performance Period. As set forth in the chart below, the number of PSUs that may become vested will range from 0% to 200% of the number of PSUs granted to the participant, based on the level of achievement of the foregoing performance measure, as determined by the Committee.

  94. However, in the event that the Company’s TSR is negative for the applicable PSU award’s performance and the

    However, in the event that the Company’s TSR is negative for the applicable PSU award’s performance and the

  95. payment otherwise would have been above 100% of target, the payout of each such PSU Award will be decreased

    payment otherwise would have been above 100% of target, the payout of each such PSU Award will be decreased by 10% (but not below the target award amount).

  96. payment otherwise would have been above 100% of target, the payout of each such PSU Award will be decreased

    | 52 | 2026 PROXY STATEMENT | |

  97. payment otherwise would have been above 100% of target, the payout of each such PSU Award will be decreased

    | PSU Performance Metrics | Relative TSR Hurdles | | LTIP Payout Levels | | Modifier for PSU Awards To NEOs | | Relative TSR vs. FTSE Nareit Lodging Resorts Index (Constituents with Market Cap > $1B) | Threshold: | 25th Percentile | Threshold: | 25% | PSU award payout decreased by 10% if the Company’s TSR is negative for the applicable performance period | | | Target: | 50th Percentile | Target: | 100% | | | | Maximum: | 80th Percentile | Maximum: | 200% | |

  98. payment otherwise would have been above 100% of target, the payout of each such PSU Award will be decreased

    In the event of a participant’s termination of employment (i) without cause, due to retirement or due to death or disability, a prorated amount of the PSUs will vest based on the actual days worked from the award grant date until the NEO’s employment termination date (and calculated based on actual performance through the end of the Performance Period) and (ii) without cause within 12 months following a change in control, the PSUs will vest based on actual performance through the end of the Performance Period and will not be prorated based on actual days worked during the Performance Period, provided that if the PSUs are not substituted or assumed following a change in control, then the PSUs will vest on the day immediately prior to the consummation of such change in control based on actual performance through such day. With respect to the Chief Executive Officer’s PSU awards, the vesting upon termination of employment will be as set forth in the CEO Employment Agreement, as described below. After the end of the Performance Period once the Committee has determined total stockholder return performance and the actual number of PSUs that have vested based on such performance, participants will receive accrued dividends on the shares underlying the vested PSUs based on each regular cash dividend declared on the Company’s common stock during the Performance Period. 2025 Target LTIP Awards The following table presents the dollar value of the LTIP awards granted to each NEO in February 2025, including for each NEO the specific threshold, target and high PSU opportunities, the value of the RSAs granted and the Aggregate Target Value. PSU awards are denominated in units that convert into shares of our common stock upon vesting (rather than being denominated as a dollar value). As a result, the actual value received by the NEO upon vesting will take into account the value of our common stock at such time.

  99. payment otherwise would have been above 100% of target, the payout of each such PSU Award will be decreased

    | | Performance-based PSUs | | | Time-based RSAs ($) | LTIP Award Aggregate Target Value ($) | | Name | Threshold ($) | Target ($) | High ($) | | | | Thomas J. Baltimore, Jr. | 1,056,250 | 4,225,000 | 8,450,000 | 2,275,000 | 6,500,000 | | Sean M. Dell’Orto | 256,419 | 1,025,675 | 2,051,349 | 683,783 | 1,709,458 | | Carl A. Mayfield | 155,017 | 620,067 | 1,240,134 | 413,378 | 1,033,445 | | Thomas C. Morey | 205,135 | 820,540 | 1,641,079 | 547,026 | 1,367,566 | | Nancy M. Vu | 140,924 | 563,698 | 1,127,396 | 375,798 | 939,496 |

  100. payment otherwise would have been above 100% of target, the payout of each such PSU Award will be decreased

    | | 2026 PROXY STATEMENT | 53 |

  101. payment otherwise would have been above 100% of target, the payout of each such PSU Award will be decreased

    2024 and 2025 Vesting of Previously-Granted PSUs Pursuant to Annual LTIP Awards

  102. payment otherwise would have been above 100% of target, the payout of each such PSU Award will be decreased

    | RELATIVE TSR PERFORMANCE-BASED LTIP AWARD STATUS | | | | | | | | | | | Through December 31, 2025 | | | | | | | | | LTIP Performance Period and Metrics | 2022 | 2023 | 2024 | 2025 | 2026 | 2027 | Status | % Payout | | 2022-2024 LTIP | | | | | | | | | | Relative TSR vs Nareit Lodging/Resorts Index | 100% Completed | | | | | | Just Below Target | 99% | | 2023-2025 LTIP | | | | | | | | | | Relative TSR vs Nareit Lodging/Resorts Index | | 100% Completed | | | | | Maximum | 200% | | 2024-2026 LTIP | | | | | | | | | | Relative TSR vs Nareit Lodging/Resorts Index | | | 67% Completed | | | | Tracking below target | 38% | | 2025-2027 LTIP | | | | | | | | | | Relative TSR vs Nareit Lodging/Resorts Index | | | | 33% Completed | | | Tracking below threshold | 0% | | Note: Relative TSR is measured against all companies that comprise the FTSE Nareit Lodging/Resorts Peer Group. | | | | | | | | |

  103. payment otherwise would have been above 100% of target, the payout of each such PSU Award will be decreased

    2022-2024 PSU Awards: In January 2025, the Committee reviewed and certified achievement of the PSU TSR metric for the 2022-2024 PSU awards granted as a component of the 2022 annual LTIP awards. These 2022-2024 PSU awards had a TSR performance period that commenced on January 1, 2022 and ended on December 31, 2024. Relative TSR for this 3-year performance period was at the 49.6th percentile, which is just below the target level. Consequently, 99% of the target number of 2022-2024 PSU awards granted in February 2022 were earned. 2023-2025 PSU Awards: In January 2026, the Committee reviewed and certified achievement of the PSU TSR metric for the 2023-2025 PSU awards granted as a component of the 2023 annual LTIP awards. These 2023-2025 PSU awards had a TSR performance period that commenced on January 1, 2023 and ended on December 31, 2025. Relative TSR for this 3-year performance period was at the 94.4th percentile, which is at the maximum level of achievement. Consequently, 200% of the target number of 2023-2025 PSU awards granted in February 2023 were earned. The PSU awards granted as a component of the annual LTIP awards in fiscal years 2024 and 2025 are currently projecting achievement at the below target and below threshold, respectively.

  104. 2026 COMPENSATION ACTIONS

    2026 COMPENSATION ACTIONS In February 2026, following recommendations from FPC in order to better align the Company’s executive compensation program to its peer group’s programs, the Committee approved the following changes to the Company’s LTIP for fiscal year 2026: •amended the form of PSU awards to provide for an additional performance metric with respect to each fiscal year’s PSU award starting in 2026, with 75% of such PSU awards vesting based on the PSU TSR metric and 25% of such PSU awards vesting based on the Company’s total RevPAR growth relative to the total RevPAR growth of the FTSE Nareit Lodging/Resorts Peer Group; •amended the LTIP to increase the relative RSA portion of the annual equity grant made to each NEO (other than the CEO) and decrease the relative PSU portion of such award so that 50% of such participant’s aggregate annual target value will be granted in the form of RSAs and 50% will be granted in the form of PSUs; •increased the Aggregate Target Value under the LTIP to (i) at least $7,000,000 for Mr. Baltimore and (ii) up to 350% of base salary for each Executive Vice President; and •approved a grant under the LTIP for fiscal year 2026 to Mr. Baltimore with an Aggregate Target Value of $7,000,000. In February 2026, the Committee also approved the following changes to the Company’s STIP: •with respect to Mr. Baltimore, increasing the threshold, target and maximum amounts of Mr. Baltimore’s bonus from 87.5%, 175% and 350%, respectively, of his base salary (with the Committee having discretion to set higher threshold or

  105. CEO EMPLOYMENT AGREEMENT

    CEO EMPLOYMENT AGREEMENT We have an employment agreement with our Chief Executive Officer, pursuant to which he is entitled to receive severance benefits in connection with certain terminations of employment and we are provided with the protections of certain restrictive covenants. The material terms of this agreement are described below in the section entitled “Compensation Tables—Narrative to Summary Compensation Table and Grants of Plan-Based Awards Table—CEO Employment Agreement.”

  106. CEO EMPLOYMENT AGREEMENT

    | | 2026 PROXY STATEMENT | 55 |

  107. Severance Benefits

    Severance Benefits In April 2017, the Committee adopted and approved the Park Hotels & Resorts Inc. Executive Severance Plan (the “Executive Severance Plan”) for employees of the Company at the level of senior vice president and above as designated for participation by the Committee. Each of the NEOs has been designated by the Committee as a participant of the Executive Severance Plan, other than the Chief Executive Officer whose severance arrangements are governed by the terms of the CEO Employment Agreement. For a further description of the Chief Executive Officer’s severance and change in control terms, see the discussion under the caption “Compensation Tables—Narrative to Summary Compensation Table and Grants of Plan-Based Awards Table—CEO Employment Agreement.” The Executive Severance Plan sets forth the terms for payment of severance and other benefits to participants in the event of a termination of employment with the Company under certain circumstances. In the event of a termination of employment “without cause” (other than due to death or disability) or for “good reason” (each as defined in the Executive Severance Plan), the participant is entitled to the following payments and benefits: •A cash payment, payable in a single lump sum payment, equal to 2.0x (for executive vice presidents) or 1.5x (for senior vice presidents who are also members of the Company’s Executive Committee) the sum of the participant’s annual base salary and his or her average annual bonus for the most recent two fiscal years (or one fiscal year if applicable). A participant who was not eligible for a bonus in the prior fiscal year will remain eligible to receive an actual bonus for the year of termination (prorated for the actual period of service during such year). •The vesting of the participant’s outstanding equity and equity-based awards in accordance with the 2017 Omnibus Incentive Plan (or any successor plan) and applicable award agreements. A participant’s termination of employment for good reason will be treated as a termination by the Company without cause under the 2017 Omnibus Incentive Plan (or any successor plan) and applicable award agreement. •A cash amount equal to the difference between the participant’s monthly COBRA premium cost and the monthly contribution paid by similarly situated active Company executives for the same coverage, payable in equal installments over a twelve-month period following the participant’s termination date. These payments will cease earlier than the expiration of such twelve-month period if the participant becomes eligible to receive group health coverage from another employer or ceases to be eligible to receive COBRA coverage. •A cash payment of the participant’s accrued pay through the date of termination. Receipt of all severance payments and benefits under the Executive Severance Plan is contingent upon the NEO complying with various requirements, including non-solicitation and non-competition obligations to the Company (which apply for a period of twelve-months following the NEO’s termination of employment) and the NEO’s timely execution and delivery to the Company of an effective release of claims. Subject to certain exceptions, the Company shall pay or commence providing all severance benefits within 10 days following the effectiveness of the required release of claim.

  108. Severance Benefits

    | 56 | 2026 PROXY STATEMENT | |

  109. Timing of Certain Equity Awards

    Timing of Certain Equity Awards The Company does not currently grant awards of stock options, stock appreciation rights, or similar option-like awards as part of its compensation program. The Company does not time the disclosure of material non-public information, or the granting of equity awards, for the purpose of impacting the value of executive compensation.

  110. 2025 SUMMARY COMPENSATION TABLE

    2025 SUMMARY COMPENSATION TABLE The following table summarizes the total compensation earned by each of our NEOs for the fiscal years ended December 31, 2025, 2024 and 2023.

  111. 2025 SUMMARY COMPENSATION TABLE

    | Name and Principal Position | | | | Stock Awards (1) ($) | Option Awards ($) | Non-Equity Incentive Plan Compensation(2) ($) | All Other Compensation(3) ($) | | | | Year | Salary ($) | Bonus ($) | | | | | Total ($) | | Thomas J. Baltimore, Jr. | 2025 | 1,100,000 | — | 5,967,307 | — | 2,661,505 | 600 | 9,729,412 | | President and Chief Executive Officer | 2024 | 1,100,000 | — | 6,462,611 | — | 2,835,621 | 960 | 10,399,192 | | | 2023 | 1,000,000 | — | 7,389,520 | — | 2,440,734 | 960 | 10,831,214 | | Sean M. Dell’Orto | 2025 | 621,621 | — | 1,580,142 | — | 902,096 | 14,600 | 3,118,459 | | Executive Vice President, Chief Financial Officer and Treasurer(4) | 2024 | 600,600 | — | 1,703,508 | — | 919,879 | 14,760 | 3,238,747 | | | 2023 | 572,000 | — | 1,987,003 | — | 836,241 | 18,029 | 3,413,273 | | Carl A. Mayfield | 2025 | 590,540 | — | 955,263 | — | 856,991 | 14,600 | 2,417,394 | | Executive Vice President, Design and Construction | 2024 | 570,570 | — | 1,029,840 | — | 873,885 | 14,760 | 2,489,055 | | | 2023 | 543,400 | — | 1,201,224 | — | 794,429 | 14,160 | 2,553,213 | | Thomas C. Morey | 2025 | 621,621 | — | 1,264,102 | — | 777,772 | 18,350 | 2,681,845 | | Executive Vice President and Chief Investment Officer | 2024 | 600,600 | — | 1,362,798 | — | 859,819 | 18,510 | 2,841,727 | | | 2023 | 572,000 | — | 1,589,605 | — | 779,041 | 17,910 | 2,958,556 | | Nancy M. Vu | 2025 | 536,855 | — | 868,421 | — | 779,084 | 14,600 | 2,198,960 | | Executive Vice President and General Counsel | 2024 | 518,700 | — | 936,208 | — | 742,571 | 14,760 | 2,212,239 | | | 2023 | 494,000 | — | 1,092,028 | — | 722,208 | 14,148 | 2,322,384 |

  112. 2025 SUMMARY COMPENSATION TABLE

    (1)The amounts shown in the Stock Awards column reflect the aggregate grant date fair value of awards of RSAs and PSUs, as computed in accordance with FASB ASC Topic 718, using the assumptions discussed in Note 11 (“Share-Based Compensation”) of the consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2025. The grant date fair value of the RSAs is determined using the fair value of the underlying common stock on the grant date. The grant date fair value of the PSUs is based upon the probable outcome of the applicable performance conditions and is reported at target level. Based upon the assumption that the maximum level of performance will be achieved for the PSUs granted in 2025, the value of such PSUs would be $7,384,639 for Mr. Baltimore, $1,792,720 for Mr. Dell’Orto, $1,083,770 for Mr. Mayfield, $1,434,172 for Mr. Morey and $985,249 for Ms. Vu. For additional information on the RSAs and PSUs granted to our NEOs in fiscal year 2025 as part of annual LTIP awards, see “Compensation Discussion and Analysis —Compensation Framework —Long-Term Incentive —2025 Target LTIP Awards.” (2)The amounts shown in the Non-Equity Incentive Plan Compensation column for fiscal year 2025 reflect the cash award that each NEO earned in fiscal year 2025 that was paid in February 2026. For additional information on these cash awards, see “Compensation Discussion and Analysis —Compensation Framework —Short-Term Incentive —2025 Actual STIP Awards.” (3)The amounts shown in the All Other Compensation column for the fiscal year ended December 31, 2025 reflect: (i) for Mr. Baltimore, group term life insurance premiums valued at $600.08; (ii) for Mr. Dell’Orto, group term life insurance premiums valued at $600.08, and our matching contributions under the Company’s 401(k) plan of $14,000; (iii) for Mr. Mayfield, group term life insurance premiums valued at $600.08 and our matching contributions under the Company’s 401(k) plan of $14,000; (iv) for Mr. Morey, group term life insurance premiums valued at $600.08, and our matching contributions under the Company’s 401(k) plan of $14,000, and an annual executive physical reimbursed at $3,750; and (v) for Ms. Vu, group life insurance premiums valued at $600.08 and our matching contributions under the Company’s 401(k) plan of $14,000. (4)In addition to his other titles, Mr. Dell’Orto was appointed Chief Operating Officer of the Company in February 2026.

  113. 2025 SUMMARY COMPENSATION TABLE

    | | 2026 PROXY STATEMENT | 59 |

  114. 2025 GRANTS OF PLAN BASED AWARDS TABLE

    2025 GRANTS OF PLAN BASED AWARDS TABLE The following table sets forth information regarding grants of plan-based awards to each of our NEOs for the fiscal year ended December 31, 2025.

  115. 2025 GRANTS OF PLAN BASED AWARDS TABLE

    | | | Estimated Future Payouts(1) Under Non-Equity Incentive Plan Awards | | | Estimated Future Payouts (2) Under Equity Incentive Plan Awards | | | All Other Stock Awards: Number or Shares of Stock or Units(3) (#) | Grant Date Fair Value of Stock and Option Awards(4) ($) | | Name | Grant Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | Thomas J. Baltimore, Jr. | | | | | | | | | | | Annual STIP Award | | 962,500 | 1,925,000 | 3,850,000 | | | | | | | Annual LTIP RSAs | 2/13/25 | | | | | | | 178,151 | 2,274,988 | | Annual LTIP PSUs | 2/13/25 | | | | 82,713 | 330,853 | 661,706 | | 3,692,319 | | Sean M. Dell’Orto | | | | | | | | | | | Annual STIP Award | | 310,811 | 621,621 | 1,243,242 | | | | | | | Annual LTIP RSAs | 2/13/25 | | | | | | | 53,546 | 683,782 | | Annual LTIP PSUs | 2/13/25 | | | | 20,080 | 80,319 | 160,638 | | 896,360 | | Carl A. Mayfield | | | | | | | | | | | Annual STIP Award | | 295,270 | 590,540 | 1,181,080 | | | | | | | Annual LTIP RSAs | 2/13/25 | | | | | | | 32,371 | 413,378 | | Annual LTIP PSUs | 2/13/25 | | | | 12,139 | 48,556 | 97,112 | | 541,885 | | Thomas C. Morey | | | | | | | | | | | Annual STIP Award | | 310,811 | 621,621 | 1,243,242 | | | | | | | Annual LTIP RSAs | 2/13/25 | | | | | | | 42,836 | 547,016 | | Annual LTIP PSUs | 2/13/25 | | | | 16,064 | 64,255 | 128,510 | | 717,086 | | Nancy M. Vu | | | | | | | | | | | Annual STIP Award | | 268,428 | 536,855 | 1,073,710 | | | | | | | Annual LTIP RSAs | 2/13/25 | | | | | | | 29,428 | 375,796 | | Annual LTIP PSUs | 2/13/25 | | | | 11,036 | 44,142 | 88,284 | | 492,625 |

  116. 2025 GRANTS OF PLAN BASED AWARDS TABLE

    (1)Reflects the possible payouts of cash incentive compensation under the STIP. The actual amounts that were paid to the NEOs are set forth in the “Non- Equity Incentive Plan Compensation” column of the 2025 Summary Compensation Table. See “Compensation Discussion and Analysis —Compensation Framework —Short-Term Incentive —2025 Actual STIP Awards” above. (2)The amounts reported in the Estimated Future Payouts Under Equity Incentive Plan Awards column represent the possible number of PSUs that may vest based upon the level of achievement of the applicable performance measures. As described in further detail under the section entitled “Compensation Discussion and Analysis —Compensation Framework —Long-Term Incentive,” the PSUs granted as part of the annual LTIP awards have a three-year performance period and vest based on the PSU TSR metric. For fiscal year 2025, threshold assumes that 25% of the total value of the PSUs awarded vest, target assumes that 100% of the total value of the PSUs awarded vest and maximum assumes that 200% of the total value of the PSUs awarded vest. (3)The amounts reported in the All Other Stock Awards: Number of Shares of Stock or Units column represent the number of time vesting RSAs granted to the NEOs pursuant to the annual LTIP awards. The annual LTIP RSAs vest ratably on each of the first three anniversaries of the grant date. (4)The amounts reported in the Grant Date Fair Value of Stock and Option Awards column show the aggregate grant date fair value, computed in accordance with FASB ASC Topic 718, using the assumptions discussed in Note 11 (“Share-Based Compensation”) of the consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2025. The grant date fair value of the RSAs is determined using the fair value of the underlying common stock on the grant date. The grant date fair value of the PSUs is based upon the probable outcome of the applicable performance conditions and is reported at target level.

  117. 2025 GRANTS OF PLAN BASED AWARDS TABLE

    | 60 | 2026 PROXY STATEMENT | |

  118. NARRATIVE TO SUMMARY COMPENSATION TABLE AND GRANTS OF PLAN-BASED AWARDS TABLE

    NARRATIVE TO SUMMARY COMPENSATION TABLE AND GRANTS OF PLAN-BASED AWARDS TABLE The following discussion should be read in conjunction with (i) the “2025 Summary Compensation Table” and the “2025 Grants of Plan-Based Awards Table,” as well as the footnotes to such tables, and (ii) the disclosure under the caption “Compensation Discussion and Analysis” above.

  119. 2025 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    2025 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END The following table sets forth information regarding outstanding equity awards for each of our NEOs as of December 31, 2025.

  120. 2025 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    | | | Option Awards | | | | Stock Awards | | | | | Name | Grant Date | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($)(1) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested (1) ($) | | Thomas J. Baltimore, Jr. | 2/13/25 | — | — | — | — | 178,151(2) | 1,863,459 | — | — | | | 2/13/25 | — | — | — | — | — | — | 82,713(5) | 865,181 | | | 2/22/24 | — | — | — | — | 89,799(3) | 939,298 | — | — | | | 2/22/24 | — | — | — | — | — | — | 250,153(6) | 2,616,600 | | | 2/16/23 | — | — | — | — | 48,401(4) | 506,274 | — | — | | Sean M. Dell’Orto | 2/13/25 | — | — | — | — | 53,546(2) | 560,091 | — | — | | | 2/13/25 | — | — | — | — | — | — | 20,080(5) | 210,034 | | | 2/22/24 | — | — | — | — | 27,121(3) | 283,686 | — | — | | | 2/22/24 | — | — | — | — | — | — | 61,021(6) | 637,280 | | | 2/16/23 | — | — | — | — | 15,132(4) | 158,281 | — | — | | | 2/18/16 | 14,079 | — | 18.91 | 2/18/26 | — | — | — | — | | Carl A. Mayfield | 2/13/25 | — | — | — | — | 32,371(2) | 338,601 | — | — | | | 2/13/25 | — | — | — | — | — | — | 12,139(5) | 126,974 | | | 2/22/24 | — | — | — | — | 16,396(3) | 171,502 | — | — | | | 2/22/24 | — | — | — | — | — | — | 36,890(6) | 385,869 | | | 2/16/23 | — | — | — | — | 9,148(4) | 95,688 | — | — | | Thomas C. Morey | 2/13/25 | — | — | — | — | 42,836(2) | 448,065 | — | — | | | 2/13/25 | — | — | — | — | — | — | 16,064(5) | 168,027 | | | 2/22/24 | — | — | — | — | 21,696(3) | 226,940 | — | — | | | 2/22/24 | — | — | — | — | — | — | 48,817(6) | 510,626 | | | 2/16/23 | — | — | — | — | 12,106(4) | 126,629 | — | — | | Nancy M. Vu | 2/13/25 | — | — | — | — | 29,428(2) | 307,817 | — | — | | | 2/13/25 | — | — | — | — | — | — | 11,036(5) | 115,431 | | | 2/22/24 | — | — | — | — | 14,905(3) | 155,906 | — | — | | | 2/22/24 | — | — | — | — | — | — | 33,536(6) | 350,787 | | | 2/16/23 | — | — | — | — | 8,317(4) | 86,996 | — | — |

  121. 2025 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    (1)Amounts reported are based on the closing price of Park’s common stock on the NYSE as of December 31, 2025 ($10.46), multiplied by the number of such unvested shares or units reported in the table. (2)Represents 2025 LTIP awards granted as RSAs that vest ratably on each of the first three anniversaries of the grant date. (3)Represents 2024 LTIP awards granted as RSAs that vest ratably on each of the first three anniversaries of the grant date. (4)Represents 2023 LTIP awards granted as RSAs that vest ratably on each of the first three anniversaries of the grant date. (5)Represents the PSU portion of the 2025 LTIP award that the respective NEO would vest in based on achieving the threshold level of performance. The PSUs have a three-year performance period commencing on January 1, 2025, and vest based on the PSU TSR metric. At December 31, 2025, our PSU TSR metric performance related to the 2025 LTIP award would have achieved at lower than threshold level. The actual number of PSUs that will be distributed is not yet determinable. (6)Represents the PSU portion of the 2024 LTIP award that the respective NEO would vest in based on achieving the target level of performance. The PSUs have a three-year performance period commencing on January 1, 2024, and vest based on the PSU TSR metric. At December 31, 2025, our PSU TSR metric performance related to the 2024 LTIP award would have achieved at lower than target level. The actual number of PSUs that will be distributed is not yet determinable.

  122. 2025 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    | 62 | 2026 PROXY STATEMENT | |

  123. 2025 OPTION EXERCISES AND STOCK VESTED

    2025 OPTION EXERCISES AND STOCK VESTED The following table provides information regarding the number of stock options that were exercised by our NEOs and the number of PSUs and RSAs that vested during the fiscal year ended December 31, 2025 and the value realized upon such vesting.

  124. 2025 OPTION EXERCISES AND STOCK VESTED

    | | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) | Number of Shares Acquired on Vesting (1) (#) | Value Realized on Vesting (2) ($) | | Thomas J. Baltimore, Jr. | — | — | 665,693 | 7,246,833 | | Sean M. Dell’Orto | — | — | 175,771 | 1,927,367 | | Carl A. Mayfield | — | — | 106,260 | 1,165,164 | | Thomas C. Morey | — | — | 140,617 | 1,541,896 | | Nancy M. Vu | — | — | 93,748 | 1,023,446 |

  125. 2025 OPTION EXERCISES AND STOCK VESTED

    (1)Represents for: •Mr. Baltimore, the 48,401 RSAs that vested February 16, 2025, the 44,899 RSAs that vested on February 22, 2025, the 33,073 RSAs that vested on February 24, 2025, and the 539,320 PSUs that vested on December 31, 2025; •Mr. Dell’Orto, the 15,132 RSAs that vested February 16, 2025, the 13,560 RSAs that vested on February 22, 2025, the 10,889 RSAs that vested on February 24, 2025, and the 136,190 PSUs that vested on December 31, 2025; •Mr. Mayfield, the 9,148 RSAs that vested February 16, 2025, the 8,197 RSAs that vested on February 22, 2025, the 6,583 RSAs that vested on February 24, 2025, and the 82,332 PSUs that vested on December 31, 2025; •Mr. Morey, the 12,106 RSAs that vested February 16, 2025, the 10,848 RSAs that vested on February 22, 2025, the 8,711 RSAs that vested on February 24, 2025, and the 108,952 PSUs that vested on December 31, 2025; and •Ms. Vu, the 8,316 RSAs that vested February 16, 2025, the 7,452 RSAs that vested on February 22, 2025, the 3,132 RSAs that vested on February 24, 2025, and the 74,848 PSUs that vested on December 31, 2025. (2)Amounts reported are based on the closing price of Park’s common stock on the NYSE on the applicable vesting date.

  126. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL The following table, footnotes and narrative set forth our payment obligations pursuant to the compensation arrangements for each of our NEOs under certain existing plans, agreements and awards, assuming (1) a termination of employment and/or (2) a change in control (“CIC”) (as defined in the CEO Employment Agreement or in the 2017 Omnibus Incentive Plan) occurred, in each case, on December 31, 2025. The amounts shown in the table do not include payments and benefits to the extent they are provided generally to all salaried employees upon termination of employment and do not discriminate in scope, terms or operation in favor of the NEOs. In providing the estimated potential payments below, we have assumed that there are no (1) accrued but unpaid salary and annual bonuses amounts outstanding or (2) unpaid reimbursements for expenses incurred prior to the date of termination. Because the disclosures in the table assume the occurrence of a termination or CIC as of a particular date and under a particular set of circumstances and therefore make a number of important assumptions, the actual amount to be paid to each of our NEOs upon a termination or CIC may vary significantly from the amounts included herein. Factors that could affect these amounts include the timing during the year of any such event, the continued availability of benefit policies at similar prices and the type of termination event that occurs.

  127. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    | | 2026 PROXY STATEMENT | 63 |

  128. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    | Name | Benefit | Termination by Company without Cause or by NEO for Good Reason ($) | Termination by Company for Cause or by Executive without Good Reason ($) | Termination within 12 Months Following CIC ($) | Termination due to Death or Disability ($) | | Thomas J. Baltimore, Jr.(1) | | | | | | | | Cash Severance | 9,044,750(2) | — | 9,044,750(2) | 1,925,000(3) | | | Equity Awards(4) | 6,207,790 | — | 9,386,354 | 6,207,790 | | | Continuation of Benefits | 27,988(5) | — | 27,988(5) | — | | | Total Value of Benefits | 15,280,528 | — | 18,459,092 | 8,132,790 | | Sean M. Dell’Orto(6) | | | | | | | | Cash Severance(7) | 3,065,217 | — | 3,065,217 | 621,621 | | | Equity Awards(8) | 1,084,441 | — | 2,480,474 | 1,134,544 | | | Continuation of Benefits(9) | 24,824 | — | 24,824 | — | | | Total Value of Benefits | 4,174,482 | — | 5,570,515 | 1,756,165 | | Carl A. Mayfield(6) | | | | | | | | Cash Severance(7) | 2,911,956 | — | 2,911,956 | 590,540 | | | Equity Awards(8) | 655,591 | — | 1,499,556 | 685,883 | | | Continuation of Benefits(9) | 27,988 | — | 27,988 | — | | | Total Value of Benefits | 3,595,535 | — | 4,439,500 | 1,276,423 | | Thomas C. Morey(6) | | | | | | | | Cash Severance(7) | 2,880,833 | — | 2,880,833 | 621,621 | | | Equity Awards(8) | 867,552 | — | 1,984,367 | 907,635 | | | Continuation of Benefits(9) | 27,988 | — | 27,988 | — | | | Total Value of Benefits | 3,776,373 | — | 4,893,188 | 1,529,256 | | Nancy M. Vu(6) | | | | | | | | Cash Severance(7) | 2,595,365 | — | 2,595,365 | 536,855 | | | Equity Awards(8) | 595,990 | — | 1,363,231 | 623,521 | | | Continuation of Benefits(9) | 24,722 | — | 24,722 | — | | | Total Value of Benefits | 3,216,077 | — | 3,983,318 | 1,160,376 |

  129. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    (1)In relation to Mr. Baltimore, the above table summarizes the severance benefits that would have been owed to him pursuant to the terms of the CEO Employment Agreement if his employment had terminated under certain circumstances. For a further description of such benefits, see “Narrative to Summary Compensation Table and Grants of Plan-Based Awards Table—CEO Employment Agreement.” (2)Under the terms of the CEO Employment Agreement, Mr. Baltimore would have been entitled to receive a cash severance amount equal to 2.99 times the sum of his base salary and target annual cash incentive opportunity, paid in a lump sum. (3)Under the terms of the CEO Employment Agreement, Mr. Baltimore would have been entitled to receive a prorated portion of the annual cash bonus that he would have otherwise been entitled to receive had his employment not terminated. Assuming his termination occurred on December 31, 2025, he would have been entitled to receive the full amount of the annual cash bonus that he would have otherwise been entitled to receive had his employment not terminated. (4)Under the terms of the CEO Employment Agreement, Mr. Baltimore is entitled to accelerated vesting of any then-held unvested time-based restricted stock and unvested stock options and a prorated portion of the target number of any then-held unvested PSUs and performance shares, provided that such target number will not be prorated if the termination occurs within 12 months following a CIC. Amounts in the above table represent the value of the acceleration of any unvested RSAs and PSUs, assuming the acceleration occurred on December 31, 2025 and based on the closing price of Park’s common stock on the NYSE as of December 31, 2025 ($10.46). (5)Under the terms of the CEO Employment Agreement, Mr. Baltimore would have been entitled to receive, subject to his election of COBRA continuation coverage, payment for a period of twelve months following his termination date (subject to earlier termination in certain cases) of an amount equal to the difference between the monthly COBRA premium cost and the monthly contribution paid by active employees for the same coverage. (6)In relation to Messrs. Dell’Orto, Mayfield and Morey and Ms. Vu, the above table summarizes the severance benefits that would have been owed to him or her pursuant to the terms of our Executive Severance Plan if his or her employment had terminated under certain circumstances. For a further description of such benefits, see “Compensation Discussion and Analysis— Other Compensation Program Elements—Severance Benefits” above. (7)Under our Executive Severance Plan, whether or not in connection with a CIC, upon a termination by the Company without cause or by the NEO for good reason, (i) Messrs. Dell’Orto, Mayfield and Morey and Ms. Vu would each have been entitled to receive a cash severance amount equal to 2.0x the sum of his or her annual base salary and average annual bonus for the most recent two fiscal years. Under our STIP, upon a termination due to death or disability, Messrs. Dell’Orto, Mayfield and Morey and Ms. Vu would each have been entitled to receive a prorated portion of his or her target bonus for the fiscal year

  130. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    | 64 | 2026 PROXY STATEMENT | |

  131. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    of termination (assuming each NEO’s termination occurred on December 31, 2025, he or she would have been entitled to receive the full amount of his or her target bonus). (8)Under our Executive Severance Plan, a participant’s outstanding equity and equity-based awards will vest in accordance with the 2017 Omnibus Incentive Plan (or any successor plan) and applicable award agreements. Amounts represent the value of the acceleration of any unvested RSAs, PSUs and stock options, assuming the acceleration occurred on December 31, 2025 and based on the closing price of Park’s common stock on the NYSE as of December 31, 2025 ($10.46). Pursuant to the terms of the applicable award agreements: •RSAs: If the NEO’s employment terminates (i) without cause or due to retirement, in each case after the first anniversary of the grant date, all of the remaining unvested shares will become vested, (ii) without cause within twelve months following a CIC, all of the remaining unvested shares will become vested, or (iii) due to death or disability, a prorated amount of the shares will vest based on the actual days worked during the vesting period. •PSUs: If the NEO’s employment terminates (i) without cause, due to retirement or due to death or disability, a prorated amount of the PSUs will vest based on the actual days worked from the award grant date until the NEO’s employment termination date (and calculated based on actual performance through the end of the performance period) and (ii) without cause within 12 months following a CIC, the PSUs will vest based on actual performance through the end of the performance period and will not be prorated based on actual days worked during the performance period, provided that if the PSUs are not substituted or assumed following a CIC, then the PSUs will vest on the day immediately prior to the consummation of such CIC based on actual performance through such day. For purposes of the above table, we have assumed that the target level of performance will be achieved for all outstanding PSUs. In addition to the amounts reported in the table above, each NEO would also be entitled to receive accrued dividends on the shares underlying the vested PSUs based on each dividend declared on the Company’s common stock during the applicable performance period (which amounts are not included herein). (9)Under our Executive Severance Plan, whether or not in connection with a CIC, Messrs. Dell’Orto, Mayfield and Morey and Ms. Vu would each have been entitled to receive a cash amount equal to the difference between the NEO’s monthly COBRA premium cost and the monthly contribution paid by similarly situated active Company executives for the same coverage, payable in equal installments over a twelve-month period following his or her termination date.

  132. PAY RATIO

    PAY RATIO Below is (i) the 2025 annual total compensation of our Chief Executive Officer; (ii) the 2025 annual total compensation of our median employee; (iii) the ratio of the annual total compensation of our Chief Executive Officer to that of our median employee; and (iv) the methodology we used to calculate our CEO pay ratio.

  133. PAY RATIO

    | CEO Annual Total Compensation | $9,729,412 | | 2025 Median Employee Annual Total Compensation | $278,403 | | CEO to Median Employee Pay Ratio | 35:1 |

  134. PAY VERSUS PERFORMANCE

    PAY VERSUS PERFORMANCE

  135. Pay Versus Performance Tables

    Pay Versus Performance Tables The following table sets forth information concerning the compensation actually paid to our Chief Executive Officer and to our other NEOs compared to Company performance for the years ended December 31, 2025, 2024, 2023, 2022 and 2021. The disclosure included in this section is prescribed by SEC rules and does not necessarily align with how the Company or the Compensation Committee views the link between the Company’s performance and its NEOs’ pay. For a discussion of how the Company views its executive compensation structure, including alignment with Company performance, see the section entitled “Compensation Discussion and Analysis” beginning on page 37. The Compensation Committee did not consider the pay versus performance disclosure below in making its pay decisions for any of the years shown.

  136. Pay Versus Performance Tables

    | Year | Summary Compensation Table Pay for CEO(1)(2) | CAP to CEO(3) | Average Summary Compensation Table Pay for Other NEOs(1)(2) | Average CAP to Other NEOs(3) | Value of Initial Fixed $100 Investment Based on: | | | | | | | | | | TSR(4) | Peer Group TSR(4) | Net (Loss) Income(5) | Adjusted EBITDA(5)(6) | | 2025 | 9,729,412 | 4,260,244 | 2,604,165 | 1,579,056 | 84.35 | 137.83 | (277) | 609 | | 2024 | 10,399,192 | 9,198,252 | 2,695,442 | 2,478,627 | 101.00 | 133.97 | 226 | 652 | | 2023 | 10,831,214 | 18,048,235 | 2,811,857 | 4,093,580 | 94.52 | 123.21 | 106 | 659 | | 2022 | 9,390,019 | (884,318) | 2,384,748 | 677,877 | 68.89 | 108.34 | 173 | 606 | | 2021 | 9,412,399 | 8,186,274 | 2,113,771 | 1,923,908 | 110.09 | 143.24 | (452) | 142 |

  137. Pay Versus Performance Tables

    (1)For each year shown, the Chief Executive Officer was Mr. Baltimore and the other NEOs were Messrs. Dell’Orto, Mayfield and Morey and Ms. Vu. (2)The values reflected in this column reflect the “Total” compensation set forth in the “Compensation Tables – Summary Compensation Table (“SCT”) on page 58. See the footnotes to the SCT for further detail regarding the amounts in this column. (3)Compensation actually paid (“CAP”) is defined by the SEC and is computed in accordance with SEC rules by subtracting the amounts in the “Stock Awards” column of the SCT for each year from the “Total” column of the SCT and then: (i) adding the fair value as of the end of the reported year of all awards granted during the reporting year that are outstanding and unvested as of the end of the reporting year; (ii) adding the amount equal to the change as of the end of the reporting year (from the end of the prior year) in fair value (whether positive or negative) of any awards granted in any prior year that are outstanding and unvested as of the end of the reporting year; (iii) adding, for awards that are granted and vest in the reporting year, the fair value as of the vesting date; (iv) adding the amount equal to the change as of the vesting date (from the end of the prior fiscal year) in fair value (whether positive or negative) of any awards granted in any prior year for which all applicable vesting conditions were satisfied at the end of or during the reporting year; (v) subtracting, for any awards granted in any prior year that are forfeited during the reporting year, the amount equal to the fair value at the end of the prior year; and (vi) adding the value of any dividends (or dividend equivalents) paid in the reporting year on unvested equity awards and the value of accrued dividends (or dividend equivalents) paid on performance awards that vested in the reporting year. The following tables reflect the adjustments made to SCT total compensation to compute CAP for our CEO and average CAP for our other NEOs.

  138. instructions from you. The election of directors (Proposal 1) and the vote on the compensation of our named

    instructions from you. The election of directors (Proposal 1) and the vote on the compensation of our named