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): November 17, 2025
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 November 17, 2025 |
| 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> November 17, 2025 | By: | /s/ Ann Marie Blair |
| Ann<br> Marie Blair, | ||
| Principal<br> Financial Officer |
Exhibit99.1
PortsmouthSquare, Inc. Reports Q1 FY2026 Results; Hotel KPIs Up, Continued Stabilization in San Francisco, and ~$10.1 Million in Cash & RestrictedCash
LosAngeles, CA — November 17, 2025 Portsmouth Square, Inc. (“Portsmouth” or the “Company”) (OTC: PRSI) reported results for the three months ended September 30, 2025. Management continues to conclude that the prior going-concern doubt was alleviated as of June 30, 2025 following the refinancing completed on March 28, 2025, and that no substantial doubt exists for at least twelve months from the issuance date of the Company’s financial statements.
FiscalQ1 2026 Highlights (vs. Q1 FY2025)
| ● | GAAP<br> net loss: ($2,585,000) (vs. ($1,872,000)). |
|---|---|
| ● | Hotel<br> revenue: $12,418,000 (vs. $11,820,000; +5.1% YoY). |
| ● | Hotel<br> operating income before interest, depreciation & amortization: $1,937,000 (vs. $3,028,000). |
| ● | Hotel<br> KPIs: ADR $218 (+3.8% YoY), occupancy 95% (-1 pt), RevPAR $207 (+2.5% YoY). |
| ● | See<br> GAAP-to-non-GAAP reconciliation of Net loss to EBITDA below (presented with GAAP prominence). |
| ● | As<br> presented in the Condensed Consolidated Statements of Cash Flows, cash, cash equivalents<br> and restricted cash at September 30, 2025 totaled $10,131,000. |
HotelRevenues & Expenses Detail (Segment)
Hotelrevenues (by category):
| ● | Rooms:<br> $10,428,000 (vs. $10,110,000; +3.1% YoY) |
|---|---|
| ● | Food<br> & beverage: $912,000 (vs. $733,000; +24.4% YoY) |
| ● | Garage:<br> $900,000 (vs. $875,000; +2.9% YoY) |
| ● | Other<br> operating departments: $178,000 (vs. $102,000; +74.5% YoY) |
| ● | Total<br> hotel revenues: $12,418,000 (vs. $11,820,000; +5.1% YoY) |
Hotelexpenses (segment):
| ● | Operating<br> expenses excluding depreciation & amortization: $10,481,000 (vs. $8,792,000; +19.2% YoY) |
|---|---|
| ● | Operating<br> income before interest, depreciation & amortization (Non-GAAP OIBDA): $1,937,000 (vs.<br> $3,028,000; -36.0% YoY) |
| ● | Interest<br> expense — mortgage: $2,493,000 (vs. $2,824,000; -11.7% YoY) |
| ● | Interest<br> expense — related party: $872,000 (vs. $824,000; +5.8% YoY) |
| ● | Depreciation<br> & amortization: $874,000 (vs. $903,000; -3.2% YoY) |
| ● | Net<br> loss from Hotel operations (GAAP): ($2,302,000) (vs. ($1,523,000); -51.2% YoY) |
Note: OIBDA is a Non-GAAP measure. GAAP income from operations can be derived as OIBDA minus depreciation & amortization. OIBDA is not a substitute for GAAP and is provided for period-over-period comparability.
CEO& President Commentary
John V. Winfield, Chairman and Chief Executive Officer, said:
“Wecontinue to see encouraging signs of stabilization across the San Francisco hospitality market, including improving convention calendars,tourism indicators, and business travel activity. While we remain attentive to macroeconomic and geopolitical risks, the overall trajectoryfor the city has stabilized compared with the prior year.”
David C. Gonzalez, President, added:
“Thisquarter reflects a degree of stabilization. Revenue grew ~5% year over year, with ADR up ~4% and RevPAR up ~2.5%, while occupancy wasessentially steady (down ~1 point). We remain focused on rate discipline, targeted cost controls, and merchandising into the conventionand group calendar as San Francisco demand normalizes.”
GAAPto Non-GAAP Reconciliation (presented with GAAP prominence)
Reconciliationof Net Loss (GAAP) to EBITDA (Non-GAAP) — Three months ended September 30 (in dollars)
| Q1 FY2026 (2025) | Q1 FY2025 (2024) | |||||
|---|---|---|---|---|---|---|
| Net loss (GAAP) | $ | (2,585,000 | ) | $ | (1,872,000 | ) |
| Add: Income tax expense | 1,000 | 1,000 | ||||
| Add: Interest expense — mortgage | 2,493,000 | 2,824,000 | ||||
| Add: Interest expense — related party | 872,000 | 824,000 | ||||
| Add: Depreciation & amortization | 874,000 | 903,000 | ||||
| EBITDA (Non-GAAP) | 1,655,000 | 2,680,000 |
Year-over-year change (EBITDA): -38.2%.
Informational note: Interest expense includes related-party interest payable to The InterGroup Corporation of $872,000 in Q1 FY2026 and $824,000 in Q1 FY2025. These amounts are included in GAAP interest expense and in the EBITDA reconciliation above.
Non-GAAP Cautionary Statement: EBITDA is a non-GAAP financial measure defined by the Company as net income (loss) before interest expense, income tax expense (benefit), and depreciation and amortization. Management uses EBITDA to evaluate operating performance and liquidity, to compare results period-over-period, and to benchmark against peers; however, it has limitations and should not be viewed as a substitute for GAAP. The most directly comparable GAAP measure is net income (loss), which is presented above with equal or greater prominence.
KPI definitions: ADR = average room rate paid; Occupancy = rooms sold ÷ rooms available; RevPAR = ADR × Occupancy.
About
Portsmouth Square, Inc. (OTC: PRSI) owns the Hilton San Francisco Financial District, a 558-room full-service hotel with extensive meeting space, restaurant and lounge, and a five-level parking garage. The hotel operates under a franchise license with Hilton through 2030 and is managed by Aimbridge Hospitality. The Company is headquartered in Los Angeles, California.
Forward-LookingStatements
This press release contains forward-looking statements subject to risks and uncertainties, including hospitality market recovery in San Francisco, business travel trends, competitive dynamics, and macroeconomic factors. See “Forward-Looking Statements” and “Risk Factors” in the Company’s Form 10-Q for the quarter ended September 30, 2025, for additional information. 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