Welcome to our dedicated page for Portsmouth Sq SEC filings (Ticker: PRSI), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
The Portsmouth Square, Inc. (PRSI) SEC filings page on Stock Titan provides access to the company’s regulatory disclosures, including current reports and exhibits related to its lodging operations and capital structure. Portsmouth Square, Inc. is a California corporation that owns the Hilton San Francisco Financial District, a 544-room full-service hotel with extensive meeting space, a restaurant and lounge, and a multi-level parking garage. The company’s filings help investors understand how this hospitality asset is financed and governed.
Current reports on Form 8-K for Portsmouth Square, Inc. include items such as the announcement of fiscal year results, press releases, and changes in the Board of Directors. For example, the company has filed 8-Ks to furnish a press release describing its fiscal year performance and to disclose the resignation of a director and the appointment of a new director with extensive capital markets and corporate governance experience. These filings outline board determinations, committee assignments, and confirm the absence of related-party transactions requiring disclosure under Item 404(a) of Regulation S-K.
Filings and related press releases also describe hotel refinancing transactions executed through subsidiaries, including a mortgage loan tied to the 30-day Secured Overnight Financing Rate (SOFR) plus a spread, an interest rate cap to limit SOFR exposure, and a mezzanine loan with a fixed interest rate and extension options. Investors can review how these arrangements affect interest expense, including related-party interest payable to The InterGroup Corporation, and how gains on extinguishment of debt (such as waivers of accrued default interest) are treated in non-GAAP measures like EBITDA and Adjusted EBITDA.
On this page, Stock Titan surfaces Portsmouth Square, Inc.’s SEC documents as they are filed with EDGAR and enhances them with AI-powered summaries. These summaries are designed to highlight key points from lengthy filings, such as the use of non-GAAP measures, hotel operating metrics, and governance changes, while preserving the underlying GAAP disclosures. Users can quickly locate quarterly and annual reports, current reports on material events, and exhibits such as press releases, then drill into the full text for complete details. Insider transaction information, when reported on Forms such as Form 4, can also be accessed from SEC data feeds, helping investors track ownership changes and compensation-related activity over time.
Portsmouth Square, Inc. reported the results of its Fiscal 2025 Annual Meeting of Shareholders held on May 20, 2026 at the Hilton San Francisco Financial District. Shareholders voted on the election of directors and the ratification of the company’s independent auditor.
All five director nominees were elected. For example, John V. Winfield received 593,616 votes for, 2,467 against and 420 abstentions, with 27,964 broker non-votes, with similar support for the other nominees. Shareholders also ratified the appointment of Whitley Penn LLP as independent registered public accounting firm for the fiscal year ending June 30, 2026, with 611,467 votes for, 182 against and 12,818 abstentions.
Portsmouth Square, Inc. reported fiscal third quarter 2026 results showing continued recovery at its Hilton San Francisco Financial District hotel. Hotel revenues for the quarter ended March 31, 2026 exceeded the comparable pre-pandemic quarter ended March 31, 2019 by approximately $1.028 million, on 2019 hotel revenues of $15.469 million.
Year-over-year revenue gains were driven mainly by higher room revenues from improved room availability, stronger average daily rates and occupancy, plus demand tied to the Super Bowl and recovering business travel. Net income remained constrained by higher operating expenses, fixed mortgage and related-party interest, and depreciation, and by the absence of a prior-year $1.416 million gain on extinguishment of debt.
Liquidity stayed stable, with cash, cash equivalents and restricted cash of $11.804 million as of March 31, 2026, compared with $11.722 million as of June 30, 2025. Operating activities provided about $1.869 million of cash over nine months, while roughly $1.787 million of capital expenditures focused on guest-room renovations and returning 14 rooms to inventory. Management reaffirmed that, following a March 28, 2025 refinancing, it sees no conditions as of March 31, 2026 that raise substantial doubt about the company’s ability to continue as a going concern for at least twelve months after issuance.
Portsmouth Square, Inc. reported stronger hotel performance for the quarter ended March 31, 2026, turning to net income of $571,000 from a net loss of $712,000 a year earlier. Quarterly hotel revenue rose to $16.5 million from $12.2 million, driven by higher room rates, occupancy and 14 renovated rooms returned to inventory.
For the nine months, hotel revenue increased to $41.6 million from $34.0 million, while the net loss narrowed to $4.3 million from $6.6 million. Average daily rate and occupancy improved, boosting RevPAR. Operating cash flow was $1.9 million, and the company held $11.8 million in cash, cash equivalents and restricted cash.
The balance sheet remains highly leveraged, with total liabilities of $175.0 million, including a $102.3 million mortgage and $38.1 million related-party note, against a shareholders’ deficit of $128.4 million. Management reaffirmed its going concern assessment, citing refinancing completed in March 2025 and access to a $40 million InterGroup credit facility.
Portsmouth Square, Inc. will hold its 2025 fiscal year Annual Meeting on May 20, 2026 to elect five directors and ratify Whitley Penn LLP as independent auditor for the year ending June 30, 2026.
The board remains five members, including CEO and Chairman John V. Winfield and new director Andrew J. Kaplan, with a majority classified as independent. Directors serve one‑year terms and received cash retainers of $6,000 in fiscal 2025, with Audit Committee members earning additional fees.
For fiscal years 2025 and 2024, the CEO earned salary of $433,000 and the President $173,000 each year, with no bonuses, equity awards, pensions, or long‑term incentive plans. The company reported net losses of $9.11 million in 2025 and $13.20 million in 2024, and a $100 hypothetical investment in its stock was valued at $99.67 in 2025 and $100.96 in 2024.
Ownership is highly concentrated: based on 734,187 shares outstanding as of March 30, 2026, John V. Winfield is deemed to beneficially own 575,585 shares, or 78.4% of the common stock, primarily through InterGroup. The proxy also outlines board committees, a clawback policy for incentive compensation tied to financial reporting, and procedures for future shareholder proposals.
Portsmouth Square, Inc. announced that Whitley Penn LLP has completed and accepted its standard client acceptance and independence procedures and finalized its engagement as the company’s independent registered public accounting firm on March 26, 2026. This confirms and completes an appointment that had been previously disclosed as pending these routine procedures.
Portsmouth Square, Inc. changed its independent registered public accounting firm. On March 19, 2026, the company dismissed WithumSmith+Brown, PC as auditor, stating there were no disagreements or reportable events for the fiscal years ended June 30, 2025 and 2024 and through March 19, 2026.
On the same date, the Audit Committee approved the engagement of Whitley Penn LLP as the new auditor for the fiscal year ending June 30, 2026 and related interim periods, subject to completion of standard client acceptance and independence procedures and a final engagement letter. Withum provided a letter to the SEC agreeing with the company’s disclosures.
Portsmouth Square, Inc. reported stronger results for its fiscal second quarter ended December 31, 2025, as its Hilton San Francisco Financial District hotel continued to recover. Hotel revenues rose to $12.661 million from $9.965 million a year earlier, helped by higher room rates, strong occupancy and 14 guestrooms returned to inventory.
The company’s net loss narrowed to $2.291 million, or $3.12 per share, from $4.036 million, or $5.50 per share, while income from operations improved to $1.004 million from a loss of $0.264 million. Key hotel metrics improved, with ADR at $234 versus $190, occupancy at 92% versus 88%, and RevPAR at $215 versus $168.
Cash and restricted cash totaled $8.722 million as of December 31, 2025. For the six-month period, hotel revenues increased to $25.079 million from $21.785 million, and the net loss narrowed to $4.876 million from $5.908 million. Portsmouth invested about $1.431 million in capital expenditures, mainly guest-room renovations and bringing 14 rooms back into service.
Portsmouth Square, Inc. reported a smaller loss for the quarter ended December 31, 2025 as its San Francisco Hilton hotel continued to recover. Quarterly hotel revenue rose to $12.7M from $10.0M, while net loss narrowed to $2.3M from $4.0M, helped by higher room rates, occupancy, and 14 renovated rooms returned to inventory.
For the six months, hotel revenue increased to $25.1M from $21.8M and net loss improved to $4.9M from $5.9M. Cash, cash equivalents and restricted cash totaled $8.7M, with net cash used in operations of $1.6M and capital expenditures of $1.4M. The balance sheet remains highly leveraged, with total liabilities of $172.6M versus assets of $43.6M and a shareholders’ deficit of $129.0M, including a $67.0M variable-rate mortgage, a $36.3M mezzanine loan, and a $38.1M related-party credit facility bearing 9% interest. Management sees no substantial doubt about going concern after the March 2025 refinancing but highlights ongoing risks tied to the San Francisco hospitality market.
Portsmouth Square, Inc. reported that director John C. Love resigned from its Board of Directors effective January 6, 2026. The company stated that his resignation was not due to any disagreement regarding its operations, policies, or practices, indicating an orderly board transition rather than a dispute.
On the same date, the Board appointed Andrew Kaplan as a new director, effective immediately. Kaplan has over 30 years of experience in financial public relations and capital markets and has helped source over $500 million in capital for public and private companies. He has previously served on multiple public company boards and currently consults on institutional outreach, analyst engagement, financings, mergers and acquisitions, and corporate governance. The Board determined he is well-suited for the role and he will receive the company’s standard compensation for non-employee directors.