SCHEDULE 13D/A: Hill Path Capital Increases Influence on United Parks & Resorts Board with New Director Appointment

Hill Path Capital, a significant shareholder in United Parks & Resorts Inc., has further solidified its influence by electing a third affiliated representative, Aayushi Dalal, to the company's Board of Directors, following a waiver of existing governance limitations.

Summary

• Hill Path Capital and its affiliated entities collectively beneficially own approximately 49.5% of United Parks & Resorts Inc.'s Common Stock, totaling 27,205,306 shares as of the close of business on June 13, 2025.
• Scott Ross, Managing Partner of Hill Path Capital, beneficially owns 27,264,596 shares, representing approximately 49.6% of the outstanding shares.
• As of May 7, 2025, United Parks & Resorts Inc. had 54,974,409 shares of Common Stock outstanding.
• At the Issuer's 2025 annual meeting of stockholders on June 13, 2025, Aayushi Dalal, a Vice President of Hill Path, was elected to the Board of Directors.
• This election required a one-time waiver of a limitation in the Stockholders Agreement (dated May 27, 2019, amended February 27, 2024) that restricted Hill Path to no more than two affiliated designees on the Board.
• Mr. Ross and Mr. Chambers, who are also directors, received restricted stock units (RSUs) and deferred stock units (DSUs) as part of their compensation, with various vesting schedules.

Sentiment

Score: 6

Explanation: The sentiment is moderately positive. While it's a disclosure of ownership and governance, the increased representation of a significant investor on the board can be viewed positively by some as it suggests active engagement and potential for value creation. However, the concentration of power could be a concern for others, leading to a neutral-to-slightly positive score.

Positives

• The election of Aayushi Dalal to the Board of Directors, alongside existing Hill Path-affiliated directors Mr. Ross and Mr. Chambers, signifies increased representation and direct influence for a major shareholder, potentially aligning board decisions more closely with significant investor interests.
• The waiver of the Stockholders Agreement limitation demonstrates a cooperative approach between the company's board and its largest investor, allowing for enhanced governance participation by Hill Path.

Negatives

• The concentration of nearly 50% beneficial ownership and three affiliated directors from a single investment group (Hill Path Capital) could lead to concerns about minority shareholder representation and potential dominance in strategic decision-making.

Risks

• Concentration of voting power: With Hill Path Capital and its affiliates controlling approximately 49.5% of the shares and having three representatives on the board, there is a risk of disproportionate influence over corporate decisions, potentially at the expense of other shareholders.
• Potential conflicts of interest: As a significant investor with board representation, Hill Path's interests might not always perfectly align with those of all other shareholders, raising potential for conflicts of interest in future strategic moves or capital allocation decisions.

Future Outlook

The document primarily details changes in beneficial ownership and board composition, and does not provide explicit forward-looking statements or guidance regarding the Issuer's future financial performance or strategic direction beyond the governance changes.

Management Comments

• The Board determined to grant a one-time waiver of the limitation in the Stockholders Agreement that no more than two Hill Path Designees may be affiliated with Hill Path solely to permit Ms. Dalal to join the Board.

Industry Context

This filing reflects a significant shareholder's increasing influence on the corporate governance of a publicly traded company in the leisure and entertainment industry (United Parks & Resorts Inc.). Such moves are common when large institutional investors seek to actively shape a company's strategy and operations, often aiming to unlock shareholder value. The increased board representation by Hill Path Capital suggests a more hands-on approach to their investment in the theme park sector.

Comparison to Industry Standards

• NA

Management Changes

Corporate Governance

Related Party Transactions

• Mr. Ross was granted 1,676 restricted stock units (RSUs) on December 31, 2024, which vested immediately.
• Mr. Ross was granted 2,024 RSUs on March 31, 2025, which vested immediately.
• Mr. Ross was granted 5,358 RSUs on June 13, 2025, which vest 100% on the day before the Issuer's 2026 Annual Meeting of Stockholders.
• Mr. Chambers was granted 916 RSUs on December 31, 2024, which vested immediately.
• Mr. Chambers was granted 1,106 RSUs on March 31, 2025, which vested immediately.
• Mr. Chambers was granted 5,358 deferred stock units on June 13, 2025, which vest 100% on the day before the Issuer's 2026 Annual Meeting of Stockholders (shares to be issued three months after separation from service as a director).

Stakeholder Impact

• Shareholders: The increased board representation by Hill Path Capital, a major shareholder, could lead to more direct influence on corporate strategy and potentially enhance shareholder value, particularly for Hill Path and its affiliates. However, it also concentrates power, which might be viewed differently by minority shareholders.
• Board of Directors: The addition of a third Hill Path-affiliated director changes the composition and dynamics of the board, potentially shifting the balance of power in decision-making.

Next Steps

• The 2026 Annual Meeting of Stockholders, which is the vesting date for certain RSUs and DSUs granted to Mr. Ross and Mr. Chambers.

Key Dates

Keywords

United Parks & Resorts, Hill Path Capital, SEC filing, Schedule 13D, beneficial ownership, corporate governance, board of directors, shareholder influence, investment management, theme park industry