Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.
Market Information
Our common stock trades on the NYSE under the symbol "PK".
Shareholder Information
At February 23, 2024, we had 14 holders of record of our common stock. However, because our common stock is held by brokers and other institutions on behalf of stockholders, we believe there are substantially more beneficial holders of our common stock than record holders.
In order to comply with certain requirements related to our qualification as a REIT, subject to certain exceptions, our amended and restated certificate of incorporation provides that no person may own, or be deemed to own by virtue of the attribution provisions of the Code, more than 9.8% (in value or by number of shares, whichever is more restrictive) of our outstanding common stock or more than 9.8% (in value or by number of shares, whichever is more restrictive) of any outstanding class or series of our preferred stock.
Distribution Information
In order to maintain our qualification for taxation as a REIT, we intend to distribute annually at least 90% of our REIT taxable income, determined without regard to the deduction for dividends paid and excluding any net capital gain, to our stockholders on an annual basis. Therefore, as a general matter, we intend to make distributions of all, or substantially all, of our REIT taxable income (including net capital gains) to our stockholders, and as a result, we will generally not be required to pay tax on our income.
Our future distributions will be at the sole discretion of our Board. When determining the amount of future distributions, we expect that our Board will consider, among other factors, (1) the amount required to be distributed to maintain our status as a REIT, (2) limitations on our ability to make distributions contained in the indentures for our senior notes and credit facility, which restrict our ability to make distributions subject to limited exceptions, (3) the amount of cash generated from our operating activities, (4) our expectations of future cash flows, (5) our determination of near-term cash needs for debt repayments, existing or future share repurchases, and selective acquisitions of new properties, (6) the timing of significant capital investments and expenditures and the establishment of any cash reserves, (7) our ability to continue to access additional sources of capital, and (8) the sufficiency of legally available assets.
Share Performance Graph
The following graph compares our cumulative total stockholder return since December 31, 2018 against the cumulative total returns of the National Association of Real Estate Investment Trust (“Nareit”) Equity Index and the Standard and Poor’s MidCap 400 Index (“S&P 400 Index”). The graph assumes an initial investment of $100 in our common stock and each of the indexes on December 31, 2018, and that all dividends and other distributions were reinvested.
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | 12/31/2018 | | 12/31/2019 | | 12/31/2020 | | 12/31/2021 | | 12/31/2022 | | 12/31/2023 |
| Park Hotels and Resorts Inc. | $ | 100.00 | | | $ | 108.34 | | | $ | 77.61 | | | $ | 85.44 | | | $ | 53.47 | | | $ | 73.36 | |
| S&P 400 Index | 100.00 | | | 124.05 | | | 138.70 | | | 170.89 | | | 146.14 | | | 167.26 | |
| Nareit Equity Index | 100.00 | | | 126.00 | | | 115.92 | | | 166.04 | | | 125.58 | | | 142.83 | |
This performance graph shall not be deemed "filed" for the purposes of Section 18 of the Exchange Act, or incorporated by reference into any filing by us under the Securities Act, except as shall be expressly set forth by specific reference in such filing.
Unregistered Sales of Equity Securities and Use of Proceeds
We did not sell any equity securities during the fiscal year ended December 31, 2023 that were not registered under the Securities Act of 1933, as amended.
Purchases of Equity Securities by the Issuer and Affiliate Purchasers
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| Period | | Total number of shares purchased(1) | | Weighted average price paid per share(2) | | Total number of
shares purchased
as part of publicly
announced plans
or programs | | Maximum number (or approximate dollar value) of common shares that may yet be purchased under the plans or programs(3) (in millions) |
| January 1, 2023 through January 31, 2023 | | 2,536,900 | | $ | 11.64 | | | 2,536,900 | | $ | 43 | |
| February 1, 2023 through February 28, 2023 | | 174,848 | | $ | 13.78 | | | — | | $ | 300 | |
| March 1, 2023 through March 31, 2023 | | 6,278,600 | | $ | 11.93 | | | 6,278,600 | | $ | 225 | |
| April 1, 2023 through April 30, 2023 | | 105 | | $ | 12.17 | | | — | | $ | 225 | |
| May 1, 2023 through May 31, 2023 | | 236 | | $ | 12.40 | | | — | | $ | 225 | |
| June 1, 2023 through June 30, 2023 | | 332 | | $ | 13.74 | | | — | | $ | 225 | |
| July 1, 2023 through July 31, 2023 | | 253 | | $ | 13.16 | | | — | | $ | 225 | |
| August 1, 2023 through August 31, 2023 | | 5,760,165 | | $ | 13.00 | | | 5,759,966 | | $ | 150 | |
| September 1, 2023 through September 30, 2023 | | 315 | | $ | 12.83 | | | — | | $ | 150 | |
| October 1, 2023 through October 31, 2023 | | 57 | | $ | 12.00 | | | — | | $ | 150 | |
| November 1, 2023 through November 30, 2023 | | 225 | | $ | 12.89 | | | — | | $ | 150 | |
| December 1, 2023 through December 31, 2023 | | — | | $ | — | | | — | | $ | 150 | |
| Total | | 14,752,036 | | | | 14,575,466 | | |
____________________________________________________________________________________
(1)The number of shares purchased represents shares of common stock repurchased under the applicable previously announced stock repurchase programs as well as shares of common stock surrendered by certain of our employees to satisfy their federal and state tax obligations associated with the vesting of restricted common stock.
(2)The weighted average price paid per share for shares of common stock surrendered by certain employees is based on the closing price of our common stock on the trading date immediately prior to the date of delivery of the shares. The weighted average price paid per share for shares repurchased excludes commissions paid.
(3)The stock repurchase program authorized on February 25, 2022, which allowed for the repurchase of up to $300 million of our common stock, was terminated on February 17, 2023, upon the authorization of a new $300 million stock repurchase program, which expires on February 21, 2025.
Stock Repurchase Program
In February 2023, our Board terminated a previous $300 million stock repurchase program that was approved in February 2022 (the "February 2022 Stock Repurchase Program") and authorized and approved a new stock repurchase program allowing us to repurchase up to $300 million of our common stock over a two-year period ending in February 2025 (the "February 2023 Stock Repurchase Program" and collectively with the February 2022 Stock Repurchase Program the "Stock Repurchase Programs"), subject to any applicable limitations or restrictions set forth in our credit facility and indentures related to our senior notes. Stock repurchases may be made through open market purchases, including through Rule 10b5-1 trading programs, in privately negotiated transactions, or in such other manner that would comply with applicable securities laws. The timing of any future stock repurchases and the number of shares to be repurchased will depend upon prevailing market conditions and other factors, and we may suspend the repurchase program at any time. During the year ended December 31, 2023, we repurchased in aggregate under the Stock Repurchase Programs approximately 14.6 million shares of our common stock for a total purchase price of $180 million, and as of December 31, 2023, $150 million remained available for stock repurchases under the February 2023 Stock Repurchase Program.
Item 6. [Reserved]
