8-K
PORTSMOUTH SQUARE INC (PRSI)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 OR 15(d) of The Securities Exchange Act Of 1934
Date of Report (Date of earliest event reported): February 17, 2026
PORTSMOUTH
SQUARE, INC.
(Exact name of registrant as specified in its charter)
| California | 0-4057 | 94-1674111 |
|---|---|---|
| (State<br> or other jurisdiction | (Commission | (IRS<br> Employer |
| of<br> incorporation) | File<br> Number) | Identification<br> No.) |
| 1516<br> S. Bundy Drive, Suite 200, Los Angeles, CA | 90025 | |
| --- | --- | |
| (Address<br> of principal executive offices) | (Zip<br> Code) |
Registrant’s telephone number, including area code: (310) 889-2500
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| ☐ | Written<br> communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting<br> material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement<br> communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement<br> communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
|---|---|---|
| NONE | NONE | NONE |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR 240.12b-2)
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 9.01. | Financial Statements and Exhibits. |
|---|
(d) Exhibits
| Exhibit<br> No. | Description |
|---|---|
| 99.1 | Press Release, dated February 17, 2026 |
| 104 | Cover<br> Page Interactive Data File |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| PORTSMOUTH SQUARE, INC. | ||
|---|---|---|
| Dated:<br> February 17, 2026 | By: | /s/ Ann Marie Blair |
| Ann<br> Marie Blair, | ||
| Principal<br> Financial Officer |
Exhibit99.1
PortsmouthSquare, Inc. Reports Second Quarter Fiscal 2026 Results; Hotel Performance Improves Year-Over-Year as Market Stabilization Continues
LosAngeles, California — February 17, 2026
Portsmouth Square, Inc. (the “Company” or “Portsmouth”) today announced financial results for the fiscal second quarter ended December 31, 2025. Portsmouth’s principal asset is the Hilton San Francisco Financial District hotel (the “Hotel”). Results discussed below are derived from the Company’s Quarterly Report on Form 10-Q for the quarter ended December 31, 2025.
SecondQuarter Fiscal 2026 Highlights (Three Months Ended December 31, 2025)
| ● | Hotel<br> revenues were $12.661 million, compared to $9.965 million for the prior-year quarter. |
|---|---|
| ● | During<br> fiscal Q2 2026, the Hotel benefited from 14 additional guestrooms returned to available inventory in September 2025, improving room<br> availability compared to the prior year. |
| ● | Net<br> loss was $2.291 million, or $3.12 per share, compared to a net loss of $4.036 million, or $5.50 per share, in the prior-year quarter. |
| ● | Income<br> (loss) from operations was $1.004 million, compared to $(0.264) million in the prior-year quarter. |
| ● | Average<br> Daily Rate (ADR) was $234 versus $190 in the prior-year quarter; average occupancy was 92% versus 88%; RevPAR was $215 versus $168. |
| ● | Cash<br> and cash equivalents were $3.408 million and restricted cash was $5.314 million as of December<br> 31, 2025 (total cash, cash equivalents and restricted cash of $8.722 million). |
SelectedHotel Expense Categories (Three Months Ended December 31, 2025)
The following Hotel expense categories are presented consistent with the Company’s segment disclosures in its Form 10-Q:
| ● | Operating<br> expenses: $9.208 million (prior-year quarter: $7.973 million) |
|---|---|
| ● | Utilities:<br> $0.397 million (prior-year quarter: $0.432 million) |
| ● | Real<br> estate taxes: $0.588 million (prior-year quarter: $0.429 million) |
| ● | Insurance:<br> $0.234 million (prior-year quarter: $0.221 million) |
Year-to-DateHighlights (Six Months Ended December 31, 2025)
| ● | Hotel<br> revenues were $25.079 million, compared to $21.785 million for the prior-year period. |
|---|---|
| ● | Net<br> loss was $4.876 million, or $6.64 per share, compared to a net loss of $5.908 million, or $8.05 per share, for the prior-year period. |
| ● | Income<br> from operations was $1.801 million versus $1.506 million in the prior-year period. |
| ● | ADR<br> was $226 versus $200; average occupancy was 94% versus 92%; RevPAR was $211 versus $184. |
| ● | Capital<br> expenditures were approximately $1.431 million for the six months ended December 31, 2025, primarily related to guest-room renovations<br> and returning 14 rooms previously used as administrative offices to available inventory. |
Liquidityand Capital Resources
As previously disclosed, management concluded that the going concern uncertainty was alleviated as of June 30, 2025, following the March 28, 2025 refinancing.
ManagementCommentary
DavidC. Gonzalez, President of Portsmouth, said:
“Whilethe San Francisco lodging market continues to face headwinds, our second-quarter results reflect continued stabilization and improvementyear-over-year. We benefited from higher room revenues driven by increased room availability and improved rate and occupancy dynamics.We also benefited from 14 additional guestrooms placed back into service in September 2025, which improved overall room availabilityand supported year-over-year revenue growth. We remain focused on disciplined expense management and selective capital investment tosupport the Hotel’s competitive positioning.”
JohnV. Winfield, Chairman of the Board and Chief Executive Officer of Portsmouth, added:
“Wecontinue to see encouraging signs of gradual recovery across San Francisco, including ongoing efforts to strengthen the City’sappeal for business and leisure travel. Although the pace of recovery can be uneven, we remain cautiously optimistic that improving conditionswill support more durable demand over time.”
AboutPortsmouth Square, Inc.
Portsmouth Square, Inc. is a California corporation that, through its subsidiaries, owns and operates the Hilton San Francisco Financial District hotel.
Forward-LookingStatements
This press release contains forward-looking statements within the meaning of federal securities laws. Forward-looking statements are not statements of historical fact and are based on current expectations and assumptions. These statements are subject to risks and uncertainties that could cause actual results to differ materially, including factors described in the Company’s filings with the Securities and Exchange Commission, including its Quarterly Report on Form 10-Q for the quarter ended December 31, 2025 and its Annual Report on Form 10-K for the year ended June 30, 2025. The Company undertakes no obligation to update forward-looking statements except as required by law.
InvestorContact
Portsmouth Square, Inc.
1516 S. Bundy Drive, Suite 200
Los Angeles, CA 90025
(310) 889-2500