What changed in this filing

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Item 1. Financial Statements

2025-07-29 compared with 2025-05-01 · 165 added, 98 removed, 586 unchanged (31% of the section changed)

3 unchanged sentences

(in thousands, except share and per-share data)

March 31, 2025 December 31, 2024

June 30, 2025 December 31, 2024

Investment in hotel properties, net $ 5,249,485 $ 5,319,029

15 unchanged sentences

Shareholders’ equity:

Preferred shares of beneficial interest, $ .01 par value (liquidation preference $ 690,000 at March 31, 2025 and December 31, 2024), 100,000,000 shares authorized;

27,600,000 shares issued and outstanding at March 31, 2025 and December 31, 2024

Preferred shares of beneficial interest, $ .01 par value (liquidation preference $ 690,000 at June 30, 2025 and December 31, 2024), 100,000,000 shares authorized;

27,600,000 shares issued and outstanding at June 30, 2025 and December 31, 2024

Common shares of beneficial interest, $ .01 par value, 500,000,000 shares authorized;

118,278,405 and 119,285,394 shares issued and outstanding at March 31, 2025 and December 31, 2024, respectively

118,166,806 and 119,285,394 shares issued and outstanding at June 30, 2025 and December 31, 2024, respectively

Additional paid-in capital 4,061,670 4,072,265

9 unchanged sentences

(in thousands, except share and per-share data)

For the three months ended March 31,

For the three months ended June 30, For the six months ended June 30,

2025 2024 2025 2024

Room $ 257,600 $ 253,778 $ 454,610 $ 451,878

15 unchanged sentences

Interest expense ( 27,282 ) ( 27,939 ) ( 54,415 ) ( 54,360 )

Other ( 972 ) 326

Other, net 1,991 217 1,019 543

Income (loss) before income taxes 27,097 33,249 ( 8,245 ) 5,775

12 unchanged sentences

(in thousands, except share and per-share data)

For the three months ended March 31,

For the three months ended June 30, For the six months ended June 30,

2025 2024 2025 2024

Comprehensive Income:

10 unchanged sentences

(in thousands, except share data)

For the three months ended March 31, 2025

For the three months ended June 30, 2025

Preferred Shares Common Shares Additional Paid-In Capital Accumulated Other Comprehensive Income (Loss) Distributions in Excess of Retained Earnings Total Shareholders' Equity Non-Controlling Interests Total Equity

Shares Amount Shares Amount

Balance at March 31, 2025

27,600,000 $ 276 118,278,405 $ 1,183 $ 4,060,426 $ 10,892 $ ( 1,437,622 ) $ 2,635,155 $ 91,261 $ 2,726,416

Issuance of shares, net of offering costs — — — — ( 41 ) — — ( 41 ) — ( 41 )

Repurchase of common shares — — ( 111,599 ) ( 1 ) ( 999 ) — — ( 1,000 ) — ( 1,000 )

Share-based compensation — — — — 2,284 — — 2,284 1,238 3,522

Distributions on common shares/units — — — — — — ( 1,196 ) ( 1,196 ) ( 28 ) ( 1,224 )

Distributions on preferred shares/units — — — — — — ( 10,632 ) ( 10,632 ) ( 1,164 ) ( 11,796 )

Other comprehensive income (loss):

Change in fair value of derivative instruments — — — — — ( 83 ) — ( 83 ) ( 39 ) ( 122 )

Amounts reclassified from other comprehensive income — — — — — ( 3,939 ) — ( 3,939 ) — ( 3,939 )

Net income (loss) — — — — — — 18,056 18,056 1,229 19,285

Balance at June 30, 2025

27,600,000 $ 276 118,166,806 $ 1,182 $ 4,061,670 $ 6,870 $ ( 1,431,394 ) $ 2,638,604 $ 92,497 $ 2,731,101

For the three months ended June 30, 2024

Shares Amount Shares Amount

Balance at March 31, 2024

27,600,000 $ 276 120,094,380 $ 1,201 $ 4,074,898 $ 31,067 $ ( 1,381,450 ) $ 2,725,992 $ 87,517 $ 2,813,509

Share-based compensation — — — — 2,462 — — 2,462 1,061 3,523

Distributions on common shares/units — — — — — — ( 1,213 ) ( 1,213 ) ( 26 ) ( 1,239 )

Distributions on preferred shares/units — — — — — — ( 10,632 ) ( 10,632 ) ( 1,164 ) ( 11,796 )

Other comprehensive income (loss):

Change in fair value of derivative instruments — — — — — 4,183 — 4,183 ( 15 ) 4,168

Amounts reclassified from other comprehensive income — — — — — ( 5,969 ) — ( 5,969 ) — ( 5,969 )

Net income (loss) — — — — — — 30,936 30,936 1,303 32,239

Balance at June 30, 2024

27,600,000 $ 276 120,094,380 $ 1,201 $ 4,077,360 $ 29,281 $ ( 1,362,359 ) $ 2,745,759 $ 88,676 $ 2,834,435

Pebblebrook Hotel Trust

Consolidated Statements of Equity - Continued

(in thousands, except share data)

For the six months ended June 30, 2025

Shares Amount Shares Amount

Balance at December 31, 2024

27,600,000 $ 276 119,285,394 $ 1,193 $ 4,072,265 $ 16,550 $ ( 1,392,860 ) $ 2,697,424 $ 90,450 $ 2,787,874

Issuance of shares, net of offering costs — — — — ( 41 ) — — ( 41 ) — ( 41 )

Issuance of common shares for Board of Trustees compensation — — 54,451 1 744 — — 745 — 745

7 unchanged sentences

Net income (loss) — — — — — — ( 14,891 ) ( 14,891 ) 1,996 ( 12,895 )

Balance at March 31, 2025

Balance at June 30, 2025

27,600,000 $ 276 118,166,806 $ 1,182 $ 4,061,670 $ 6,870 $ ( 1,431,394 ) $ 2,638,604 $ 92,497 $ 2,731,101

For the three months ended March 31, 2024

For the six months ended June 30, 2024

11 unchanged sentences

Net income (loss) — — — — — — 2,586 2,586 2,133 4,719

Balance at March 31, 2024

Balance at June 30, 2024

27,600,000 $ 276 120,094,380 $ 1,201 $ 4,077,360 $ 29,281 $ ( 1,362,359 ) $ 2,745,759 $ 88,676 $ 2,834,435

3 unchanged sentences

(in thousands)

For the three months ended March 31,

For the six months ended June 30,

Operating activities:

2 unchanged sentences

Depreciation and amortization 115,188 114,505

Benefit for deferred income taxes ( 3,105 ) —

Provision for deferred income taxes 3,334 —

Share-based compensation 6,742 6,583

29 unchanged sentences

cities and resort properties located near our primary target urban markets and select destination resort markets, with an emphasis on major gateway coastal markets.

As of March 31, 2025, the Company owned interests in 46 hotels with a total of 11,933 gue st rooms .

As of June 30, 2025, the Company owned interests in 46 hotels with a total of 11,937 gue st rooms .

The hotel properties are located in:

16 unchanged sentences

The Company is the sole general partner of the Operating Partnership.

As of March 31, 2025, the Company owned 99.0 % of the common limited partnership units issued by the Operating Partnership ("common units").

As of June 30, 2025, the Company owned 99.0 % of the common limited partnership units issued by the Operating Partnership ("common units").

The remaining 1.0 % of the common units are owned by the other limited partners of the Operating Partnership.

34 unchanged sentences

The amendments should be applied on a prospective basis, with the option to apply retrospectively.

The Company's adoption of ASU 2023-09 will not have a material impact on its consolidated financial statements and disclosures.

The Company's adoption of ASU 2023-09 in its A nnual Report on Form 10-K for the year ended December 31, 2025 will not have a material impact on its consolidated financial statements and disclosures.

Stock Compensation

22 unchanged sentences

Acquisition and Disposition of Hotel Properties

The Company did not acquire any hotel properties during the three months ended March 31, 2025 or 2024.

The Company did not dispose of any hotel properties during the three months ended March 31, 2025 or 2024.

The Company did not acquire any hotel properties during the six months ended June 30, 2025 or 2024.

The Company did not dispose of any hotel properties during the six months ended June 30, 2025 or 2024.

Investment in Hotel Properties

Investment in hotel properties as of March 31, 2025 and December 31, 2024 consisted of the following (in thousands):

March 31, 2025 December 31, 2024

Investment in hotel properties as of June 30, 2025 and December 31, 2024 consisted of the following (in thousands):

June 30, 2025 December 31, 2024

Land $ 800,517 $ 800,143

4 unchanged sentences

$ 6,548,696 $ 6,498,733

Right-of-use asset, operating leases 348,749 351,150

Operating lease, right-of-use asset 346,348 351,150

Investment in hotel properties $ 6,895,044 $ 6,849,883

5 unchanged sentences

LaPlaya closed following Hurricane Milton to undertake clean-up, repairs and a full assessment of damages.

The resort is now substantially open, except for the remaining 20 ground-floor rooms in the Beach House building, which remain on track for substantial completion in the second quarter.

The resort is now substantially open.

The Company’s insurance policies provide coverage for property damage, business interruption and other costs that are incurred relating to damages sustained in excess of the applicable deductibles.

For the three months ended March 31, 2025, the Company recognized $ 4.3 million of business interruption insurance income.

For the six months ended June 30, 2025 , the Company recognized $ 7.5 million of business interruption insurance income.

The Company recorded an insurance receivable for the remediation costs incurred and the estimate of the book value of the property and equipment written off in excess of the applicable deductibles.

Through March 31, 2025, the Company received a total of $ 11.5 million in preliminary advances from the insurance providers.

Through June 30, 2025, the Company received a total of $ 18.2 million in preliminary advances from the insurance providers.

The Company is continuing to evaluate the financial impact of Hurricanes Helene and Milton and its ability to recover, through insurance policies, any loss due to business interruption or damage to LaPlaya.

2 unchanged sentences

As a result of this review, the Company may identify an impairment trigger has occurred and assess its investment in hotel properties for recoverability.

During the three months ended March 31, 2025 and 2024, no impairment losses were incurred.

During the six months ended June 30, 2025 and 2024, no impairment losses were incurred.

Lease Assets and Lease Liabilities

5 unchanged sentences

The operating lease right-of-use assets and liabilities are amortized to ground rent expense over the term of the underlying lease agreements.

As of March 31, 2025, the Company's lease liabilities consisted of operating lease liabilities of $ 320.8 million and financing lease liabilities of $ 44.2 million.

As of June 30, 2025, the Company's lease liabilities consisted of operating lease liabilities of $ 320.7 million and financing lease liabilities of $ 44.3 million.

As of December 31, 2024, the Company's lease liabilities consisted of operating lease liabilities of $ 320.7 million and financing lease liabilities of $ 44.0 million.

12 unchanged sentences

The Company also extended the maturity date of $ 602.0 million of its senior unsecured revolving credit facility from October 2026 to October 2028, with the option to extend the maturity date for up to two six-month periods, subject to certain terms and conditions and payment of an extension fee.

The Company's debt consisted of the following as of March 31, 2025 and December 31, 2024 (dollars in thousands):

The Company's debt consisted of the following as of June 30, 2025 and December 31, 2024 (dollars in thousands):

Balance Outstanding as of

Interest Rate at March 31, 2025

Maturity Date March 31, 2025 December 31, 2024

Revolving credit facilities

Interest Rate at June 30, 2025

Maturity Date June 30, 2025 December 31, 2024

Unsecured revolving credit facilities

Senior unsecured credit facility — (1)(2)

3 unchanged sentences

October 2028 — —

Revolving credit facilities $ — $ —

Unsecured revolving credit facilities $ — $ —

Unsecured term loans

9 unchanged sentences

Convertible senior notes principal 1.75 % December 2026 $ 750,000 $ 750,000

Senior unsecured notes

Unsecured senior notes

Series B Notes 4.93 % December 2025 2,400 2,400

Senior Notes 2029 6.38 % October 2029 400,000 400,000

Senior unsecured notes principal $ 402,400 $ 402,400

Unsecured senior notes principal $ 402,400 $ 402,400

Mortgage loans

4 unchanged sentences

Total debt principal $ 2,263,367 $ 2,264,465

Unamortized debt premiums, discount and deferred financing costs, net ( 16,478 ) ( 17,733 )

Unamortized debt premium and deferred financing costs, net ( 15,232 ) ( 17,733 )

Debt, net $ 2,248,135 $ 2,246,732

1 unchanged sentence

(1) Borrowings bear interest at floating rates.

Interest rate at March 31, 2025 gives effect to interest rate hedges.

Interest rate at June 30, 2025 gives effect to interest rate hedges.

(2) $ 48.0 million of the $ 650.0 million senior unsecured revolving credit facility matures in October 2026, with no option to extend the maturity date, and the remaining $ 602.0 million matures in October 2028, with the option to extend the maturity date for up to two six-month periods, subject to certain terms and conditions and payment of an extension fee.

(3) This loan bears interest at a floating rate equal to daily SOFR plus a spread of 3.75 %.

The interest rate at March 31, 2025 gives effect to an interest rate swap.

The interest rate at June 30, 2025 gives effect to an interest rate swap.

The Company has the option to extend the maturity date for up to two one-year periods, subject to certain terms and conditions and payment of an extension fee.

4 unchanged sentences

The margins for revolving credit facility loans range in amount from 1.45 % to 2.50 % for SOFR-based loans and 0.45 % to 1.50 % for Base Rate-based loans, depending on the Company’s leverage ratio.

As of March 31, 2025, the Company had no outstanding borrowings, $ 7.4 million of outstanding letters of credit and a borrowing capacity of $ 642.6 million remaining on the senior unsecured revolving credit facility.

As of June 30, 2025, the Company had no outstanding borrowings, $ 7.9 million of outstanding letters of credit and a borrowing capacity of $ 642.1 million remaining on the senior unsecured revolving credit facility.

The Company is required to pay an unused commitment fee at an annual rate of 0.20 % or 0.30 % of the unused portion of the senior unsecured revolving credit facility, depending on the amount of borrowings outstanding.

3 unchanged sentences

Any outstanding standby letters of credit reduce the available borrowings on the senior unsecured revolving credit facility by a corresponding amount.

Standby letters of credit of $ 7.4 million were outstanding as of March 31, 2025 and December 31, 2024.

As of March 31, 2025, the Company also has a $ 20.0 million unsecured revolving credit facility (the "PHL Credit Facility") to be used for PHL's working capital and general corporate purposes.

Standby letters of credit of $ 7.9 million and $ 7.4 million were outstanding as of June 30, 2025 and December 31, 2024, respectively.

As of June 30, 2025, the Company also has a $ 20.0 million unsecured revolving credit facility (the "PHL Credit Facility") to be used for PHL's working capital and general corporate purposes.

On November 27, 2024, PHL amended the agreement governing the PHL Credit Facility to extend the maturity to October 2028.

2 unchanged sentences

The PHL Credit Facility is subject to debt covenants substantially similar to the covenants under the Credit Agreement, which governs the Company's senior unsecured revolving credit facility.

As of March 31, 2025, the Company had no borrowings under the PHL Credit Facility and had $ 20.0 million borrowing capacity remaining available under the PHL Credit Facility.

As of March 31, 2025, the Company was in compliance with all debt covenants of the credit agreements that govern the unsecured revolving credit facilities.

As of June 30, 2025, the Company had no borrowings under the PHL Credit Facility and had $ 20.0 million borrowing capacity remaining available under the PHL Credit Facility.

As of June 30, 2025, the Company was in compliance with all debt covenants of the credit agreements that govern the unsecured revolving credit facilities.

Unsecured Term Loan Facilities

2 unchanged sentences

The term loans are subject to the debt covenants in the Credit Agreement.

As of March 31, 2025, the Company was in compliance with all debt covenants of its term loans.

As of June 30, 2025, the Company was in compliance with all debt covenants of its term loans.

The Company entered into interest rate swap agreements to fix the SOFR rate on a portion of these unsecured term loan facilities.

12 unchanged sentences

The conversion rate is subject to adjustment in certain circumstances.

As of March 31, 2025 and December 31, 2024, the if-converted value of the Convertible Notes did not exceed the principal amount.

The Company may redeem for cash all or a portion of the Convertible Notes, at its option, after December 20, 2023, upon certain circumstances.

As of June 30, 2025 and December 31, 2024, the if-converted value of the Convertible Notes did not exceed the principal amount.

The Company may redeem for cash all or a portion of the Convertible Notes, at its option, upon certain circumstances.

The redemption price will be equal to 100 % of the principal amount of the Convertible Notes to be redeemed, plus accrued and unpaid interest to, but excluding, the redemption date.

4 unchanged sentences

The upper strike price of the Capped Call Transactions is $ 33.0225 per share.

Senior Unsecured Notes

The Company has $ 2.4 million of senior unsecured notes outstanding bearing a fixed interest rate of 4.93 % per annum maturing in December 2025 (the "Series B Notes") and $ 400.0 million of senior unsecured notes outstanding bearing a fixed interest rate of 6.375 % per annum and maturing in October 2029 (the "Senior Notes 2029").

Unsecured Senior Notes

The Company has $ 2.4 million of unsecured senior notes outstanding bearing a fixed interest rate of 4.93 % per annum maturing in December 2025 (the "Series B Notes") and $ 400.0 million of unsecured senior notes outstanding bearing a fixed interest rate of 6.375 % per annum and maturing in October 2029 (the "Senior Notes 2029").

The debt covenants of the Series B Notes are substantially similar to those of the Company's senior unsecured revolving credit facility.

The indenture governing the Senior Notes 2029 contains covenants that are customary for similar securities and require the Company to maintain total unencumbered assets as of the end of each fiscal quarter of not less than 150 % of total unsecured indebtedness calculated on a consolidated basis.

As of March 31, 2025, the Company was in compliance with all such covenants.

As of June 30, 2025, the Company was in compliance with all such covenants.

Mortgage Loans

12 unchanged sentences

Interest Expense

The components of the Company's interest expense consisted of the following for the three months ended March 31, 2025 and 2024 (in thousands):

For the three months ended March 31,

The components of the Company's interest expense consisted of the following for the three and six months ended June 30, 2025 and 2024 (in thousands):

For the three months ended June 30, For the six months ended June 30,

2025 2024 2025 2024

Unsecured revolving credit facilities $ 502 $ 497 $ 999 $ 995

Unsecured term loan facilities 10,971 18,912

Unsecured term loans 10,956 19,215 21,927 38,127

Convertible senior notes 3,282 3,282 6,563 6,563

Senior unsecured notes 6,192 30

Mortgage debt 3,163 3,225

Amortization of deferred financing fees, (premiums) and discounts 1,910 3,071

Unsecured senior notes

6,405 29 12,597 59

Mortgage loans 3,191 3,218 6,354 6,443

Amortization of debt (premiums) and deferred financing fees 1,911 1,537 3,821 4,608

Other 1,035 161 2,154 ( 2,435 )

Total interest expense $ 27,282 $ 27,939 $ 54,415 $ 54,360

The Company estimates the fair value of its fixed rate mortgage loans and senior unsecured notes by discounting the future cash flows of each instrument at estimated market rates, taking into consideration general market conditions and maturity of the debt with similar credit terms, and is classified within Level 2 of the fair value hierarchy.

The Company estimates the fair value of its fixed rate mortgage loans and unsecured senior notes by discounting the future cash flows of each instrument at estimated market rates, taking into consideration general market conditions and maturity of the debt with similar credit terms, and is classified within Level 2 of the fair value hierarchy.

The Company estimates the fair value of its fixed rate convertible senior notes using public market prices and is classified within Level 1 of the fair value hierarchy.

The estimated fair value of the Company’s fixed rate debt (unsecured senior notes, convertible senior notes and the Estancia mortgage loan) as of March 31, 2025 and December 31, 2024 was $ 1.1 billion.

The estimated fair value of the Company’s fixed rate debt (unsecured senior notes, convertible senior notes and the Estancia mortgage loan) as of June 30, 2025 and December 31, 2024 was $ 1.2 billion and $ 1.1 billion, respectively.

The fair value of the Company's variable rate debt approximates its carrying value.

3 unchanged sentences

All unrealized gains and losses on these hedging instruments are reported in accumulated other comprehensive income (loss) and are subsequently reclassified into earnings in the period that the hedged forecasted transaction affects earnings.

The Company's interest rate swaps at March 31, 2025 and December 31, 2024 consisted of the following, by maturity date (dollars in thousands):

The Company's interest rate swaps at June 30, 2025 and December 31, 2024 consisted of the following, by maturity date (dollars in thousands):

Aggregate Notional Value as of

Hedge Type Interest Rate Range (SOFR) Maturity March 31, 2025 December 31, 2024

Hedge Type Interest Rate Range (SOFR) Maturity June 30, 2025 December 31, 2024

Swap-cash flow 3.22 % - 3.25 %

6 unchanged sentences

October 2027 165,000 165,000

Swap-cash flow 3.54 % - 3.55 %

May 2028 100,000 —

Total $ 955,000 $ 855,000

5 unchanged sentences

The Company believes it minimizes the credit risk by transacting with major creditworthy financial institutions.

As of March 31, 2025 and December 31, 2024, the Company's interest rate swap assets had an aggregate fair value of $ 11.0 million and $ 16.6 million, respectively.

None of the Company's interest rate swaps was in a liability position as of March 31, 2025 or December 31, 2024.

As of June 30, 2025 and December 31, 2024, the Company's interest rate swap assets had an aggregate fair value of $ 7.4 million and $ 16.6 million, respectively.

As of June 30, 2025 and December 31, 2024, t he Company's interest rate swap liabilities had an aggregate fair value of $ 0.5 million and zero , respectively.

Interest rate swap assets are included in prepaid expenses and other assets and interest rate swap liabilities are included in accounts payable, accrued expenses and other liabilities in the accompanying consolidated balance sheets.

1 unchanged sentence

The Company presents revenue on a disaggregated basis in the accompanying consolidated statements of operations and comprehensive income.

The following table presents revenues by geographic location for the three months ended March 31, 2025 and 2024 (in thousands):

For the three months ended March 31,

Southern Florida/Georgia $ 85,455 $ 80,957

The following table presents revenues by geographic location for the three and six months ended June 30, 2025 and 2024 (in thousands):

For the three months ended June 30, For the six months ended June 30,

2025 2024 2025 2024

San Diego, CA $ 86,700 $ 84,983 $ 161,911 $ 156,478

Southern Florida/Georgia 70,951 68,934 156,406 149,891

Boston, MA 80,956 79,958 127,729 125,878

5 unchanged sentences

Chicago, IL 24,748 23,172 33,621 31,520

20,237 14,960 28,356 19,754

Total Revenues $ 407,537 $ 397,110 $ 727,803 $ 711,179

13 unchanged sentences

Common shares repurchased by the Company cease to be outstanding and become authorized but unissued common shares.

During the three months ended March 31, 2025, the Company repurchased 1,186,797 common shares for an aggregate purchase price of $ 13.3 million, or an average of approximately $ 11.23 per share.

As of March 31, 2025, $ 117.6 million of common shares remained available for repurchase under this program.

During the six months ended June 30, 2025, the Company repurchased 1,298,396 common shares for an aggregate purchase price of $ 14.3 million, or an average of approximately $ 11.04 per share.

As of June 30, 2025, $ 116.6 million of common shares remained available for repurchase under this program.

Common Dividends

The Company declared the following dividends on common shares/units for the three months ended March 31, 2025:

The Company declared the following dividends on common shares/units for the six months ended June 30, 2025:

Dividend per Share/Unit For the Quarter Ended Record Date Payable Date

$ 0.01 March 31, 2025 March 31, 2025 April 15, 2025

$ 0.01 June 30, 2025 June 30, 2025 July 15, 2025

Preferred Shares

The Company is authorized to issue up to 100,000,000 preferred shares of beneficial interest, $ 0.01 par value per share ("preferred shares").

The following preferred shares were outstanding as of March 31, 2025 and December 31, 2024:

Security Type March 31, 2025 December 31, 2024

The following preferred shares were outstanding as of June 30, 2025 and December 31, 2024:

Security Type June 30, 2025 December 31, 2024

6.375 % Series E

18 unchanged sentences

Under the terms of the program, the Company may repurchase up to an aggregate of $ 100.0 million of its 6.375 % Series E Cumulative Redeemable Preferred Shares, 6.30 % Series F Cumulative Redeemable Preferred Shares, 6.375 % Series G Cumulative Redeemable Preferred Shares and 5.70 % Series H Cumulative Redeemable Preferred Shares from time to time in transactions on the open market or by private agreement.

During the three months ended March 31, 2025, no Preferred Shares were repurchased under this program.

As of March 31, 2025, $ 84.2 million of Preferred Shares remained available for repurchase under this program.

During the six months ended June 30, 2025, no Preferred Shares were repurchased under this program.

As of June 30, 2025, $ 84.2 million of Preferred Shares remained available for repurchase under this program.

The timing, manner, price and amount of any repurchases will be determined by the Company in its discretion and will depend on a variety of factors, including legal requirements, price, liquidity and economic considerations, and market conditions.

2 unchanged sentences

Preferred Dividends

The Company declared the following dividends on preferred shares for the three months ended March 31, 2025:

The Company declared the following dividends on preferred shares for the six months ended June 30, 2025:

Security Type Dividend per Share/Unit For the Quarter Ended Record Date Payable Date

1 unchanged sentence

$ 0.40 March 31, 2025 March 31, 2025 April 15, 2025

6.375 % Series E

$ 0.40 June 30, 2025 June 30, 2025 July 15, 2025

6.30 % Series F

$ 0.39 March 31, 2025 March 31, 2025 April 15, 2025

6.30 % Series F

$ 0.39 June 30, 2025 June 30, 2025 July 15, 2025

6.375 % Series G

$ 0.40 March 31, 2025 March 31, 2025 April 15, 2025

6.375 % Series G

$ 0.40 June 30, 2025 June 30, 2025 July 15, 2025

5.70 % Series H

$ 0.36 March 31, 2025 March 31, 2025 April 15, 2025

5.70 % Series H

$ 0.36 June 30, 2025 June 30, 2025 July 15, 2025

Non-controlling Interest of Common Units in Operating Partnership

2 unchanged sentences

On May 11, 2022, in connection with the acquisition of Inn on Fifth in Naples, Florida, the Company issued 16,291 OP units.

As of March 31, 2025 and December 31, 2024, the Operating Partnership had 16,291 OP units held by third parties, excluding LTIP units.

As of March 31, 2025, the Operating Partnership had two classes of long-term incentive partnership units ("LTIP units"), LTIP Class A units and LTIP Class B units.

As of June 30, 2025 and December 31, 2024, the Operating Partnership had 16,291 OP units held by third parties, excluding LTIP units.

As of June 30, 2025, the Operating Partnership had two classes of long-term incentive partnership units ("LTIP units"), LTIP Class A units and LTIP Class B units.

All of the outstanding LTIP units are held by officers of the Company.

1 unchanged sentence

On February 7, 2025, the Board of Trustees granted 159,594 LTIP Class B units to executive officers.

As of March 31, 2025, the Operating Partnership had 1,154,431 LTIP units outstanding, of which 710,156 LTIP units have vested.

As of June 30, 2025, the Operating Partnership had 1,154,431 LTIP units outstanding, of which 710,156 LTIP units have vested.

As of December 31, 2024, the Operating Partnership had 994,837 LTIP units outstanding, of which 470,920 LTIP units have vested.

8 unchanged sentences

At any time following a change of control of the Company, holders of Series Z Preferred Units may elect to redeem some or all of their units for, at the Company’s election, cash or common shares having an equivalent value.

As of March 31, 2025, the Operating Partnership had 3,104,400 Series Z Preferred Units outstanding.

As of June 30, 2025 and December 31, 2024, the Operating Partnership had 3,104,400 Series Z Preferred Units outstanding.

Share-Based Compensation Plan

5 unchanged sentences

All outstanding share awards are subject to full or partial accelerated vesting upon a change in control and upon death or disability or certain other employment termination events as set forth in the award agreements.

As of March 31, 2025, there were 839,121 common shares available for issuance under the Plan.

On May 23, 2025, shareholders of the Company approved an amendment to the Plan which increased the aggregate number of equity-based awards that may be issued under the Plan by 3,000,000 shares and extended the time period during which awards may be granted until June 30, 2036.

As of June 30, 2025, there were 3,838,871 common shares available for issuance under the Plan.

Service Condition Share Awards

1 unchanged sentence

These shares generally vest over three to five years based on continued service or employment.

The following table provides a summary of service condition restricted share activity during the three months ended March 31, 2025:

The following table provides a summary of service condition restricted share activity during the six months ended June 30, 2025:

Shares Weighted-Average

3 unchanged sentences

Vested ( 166,135 ) $ 19.70

Unvested at March 31, 2025

Unvested at June 30, 2025

407,011 $ 15.27

For the three months ended March 31, 2025 and 2024, the Company recognized approximately $ 0.7 million and $ 0.8 million, respectively, of share-based compensation expense related to these awards in the accompanying consolidated statements of operations and comprehensive income.

For the three and six months ended June 30, 2025, the Company recognized approximately $ 0.8 million and $ 1.5 million, respectively, of share-based compensation expense related to these awards as presented in the accompanying consolidated statements of operations and comprehensive income.

For the three and six months ended June 30, 2024, the Company recognized approximately $ 0.9 million and $ 1.7 million , respectively, of share-based compensation expense related to these awards as presented in the accompanying consolidated statements of operations and comprehensive income.

Performance-Based Equity Awards

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The actual number of common shares that ultimately vest will be from 0 % to 200 % of the target award and will be determined in 2028 based on the performance criteria defined in the award agreements for the period of performance from January 1, 2025 through December 31, 2027.

For the three months ended March 31, 2025 and 2024, the Company recognized approximately $ 1.3 million of share-based compensation expense related to performance-based equity awards in the accompanying consolidated statements of operations and comprehensive income.

For the three and six months ended June 30, 2025, the Company recognized approximately $ 1.5 million and $ 2.8 million, respectively, of share-based compensation expense related to these performance-based equity awards as presented in the accompanying consolidated statements of operations and comprehensive income.

For the three and six months ended June 30, 2024, the Company recognized approximately $ 1.6 million and $ 2.9 million, respectively, of share-based compensation expense related to these performance-based equity awards as presented in the accompanying consolidated statements of operations and comprehensive income.

Long-Term Incentive Partnership Units

As of March 31, 2025, the Operating Partnership had two classes of LTIP units, LTIP Class A units and LTIP Class B units.

As of June 30, 2025, the Operating Partnership had two classes of LTIP units, LTIP Class A units and LTIP Class B units.

All of the outstanding LTIP units are held by officers of the Company.

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The fair value of each award was determined based on the closing price of the Company’s common shares on the grant date of $ 12.81 per unit with an aggregate grant date fair value of $ 2.0 million.

As of March 31, 2025, the Operating Partnership had 1,154,431 LTIP units outstanding, of which 710,156 LTIP units have vested.

As of June 30, 2025, the Operating Partnership had 1,154,431 LTIP units outstanding, of which 710,156 LTIP units have vested.

As of December 31, 2024, the Operating Partnership had 994,837 LTIP units outstanding, of which 470,920 LTIP units have vested.

Only vested LTIP units may be converted to OP units, which in turn can be tendered for redemption as described in Note 7.

For the three months ended March 31, 2025 and 2024, the Company recognized approximately $ 1.2 million and $ 1.0 million, respectively, in expense related to these LTIP units.

For the three and six months ended June 30, 2025, the Company recognized approximately $ 1.2 million and $ 2.4 million, respectively, in expense related to these LTIP units.

The aggregate expense related to the LTIP unit grants is presented as non-controlling interest in the Company’s accompanying consolidated balance sheets.

For the three and six months ended June 30, 2024, the Company recognized approximately $ 1.0 million and $ 2.0 million, respectively, in expense related to these LTIP units.

The aggregate expense related to the LTIP unit grants is presented as non-controlling interest in the Company’s accompanying consolidated balance sheets.

As a REIT, the Company generally is not subject to federal corporate income taxes on the portion of its taxable income that is distributed to shareholders.

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The following is a reconciliation of basic and diluted earnings (loss) per common share (in thousands, except share and per-share data):

For the three months ended March 31,

For the three months ended June 30, For the six months ended June 30,

2025 2024 2025 2024

Net income (loss) attributable to common shareholders $ 7,424 $ 20,304 $ ( 36,154 ) $ ( 18,677 )

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Undistributed earnings attributable to share-based compensation ( 45 ) ( 147 ) — —

Net income (loss) available to common shareholders — basic and diluted $ ( 43,587 ) $ ( 38,990 )

Weighted-average number of common shares — basic and diluted 119,204,243 120,085,226

Net income (loss) available to common shareholders — basic $ 7,371 $ 20,147 $ ( 36,171 ) $ ( 18,696 )

Interest expense on convertible notes — 3,281 — —

Net income (loss) available to common shareholders — diluted $ 7,371 $ 23,428 $ ( 36,171 ) $ ( 18,696 )

Weighted-average number of common shares — basic 118,172,417 120,094,380 118,685,483 120,089,803

Effect of dilutive share-based compensation 211,029 209,309 — —

Effect of dilutive convertible notes — 29,441,175 — —

Weighted-average number of common shares — diluted 118,383,446 149,744,864 118,685,483 120,089,803

Net income (loss) per share available to common shareholders — basic $ 0.06 $ 0.17 $ ( 0.30 ) $ ( 0.16 )

Net income (loss) per share available to common shareholders — diluted $ 0.06 $ 0.16 $ ( 0.30 ) $ ( 0.16 )

For the three months ended March 31, 2025 and 2024, 1,390,560 and 1,217,150 , respectively, unvested service condition restricted shares and performance-based equity awards were excluded from diluted weighted-average number of common shares, as their effect would have been anti-dilutive.

For the three months ended March 31, 2025 and 2024, 29,441,175 common shares underlying the Convertible Notes were excluded from diluted shares as their effect would have been anti-dilutive.

For the three and six months ended June 30, 2025, 998,501 and 1,390,978 , respectively, of unvested service condition restricted shares and performance-based equity awards were excluded from diluted weighted-average number of common shares, as their effect would have been anti-dilutive.

For the three and six months ended June 30, 2024, 617,561 and 1,217,668 , respectively, of unvested service condition restricted shares and performance-based equity awards were excluded from diluted weighted-average number of common shares, as their effect would have been anti-dilutive.

For the three and six months ended June 30, 2025, 29,441,175 of common shares underlying the Convertible Notes were excluded from diluted shares as their effect would have been anti-dilutive.

For the three and six months ended June 30, 2024, zero and 29,441,175 , respectively, of common shares underlying the Convertible Notes were excluded from diluted shares as their effect would have been anti-dilutive.

The LTIP and OP units held by the non-controlling interest holders have been excluded from the denominator of the diluted earnings per share as there would be no effect on the amounts since the limited partners' share of income (loss) would also be added or subtracted to derive net income (loss) available to common shareholders.

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The incentive management fee is generally calculated as a percentage of hotel operating income after the Company has received a priority return on its investment in the hotel.

For the three months ended March 31, 2025 and 2024, combined base and incentive management fees were $ 7.6 million and $ 8.0 million, respectively.

For the three and six months ended June 30, 2025, combined base and incentive management fees were $ 11.2 million and $ 18.8 million, respectively.

For the three and six months ended June 30, 2024, combined base and incentive management fees were $ 11.2 million and $ 19.2 million, respectively.

Base and incentive management fees are included in other direct and indirect expenses in the Company's accompanying consolidated statements of operations and comprehensive income.

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Restricted Cash

At March 31, 2025 and December 31, 2024, the Company had $ 10.1 million and $ 10.9 million, respectively, in restricted cash, which consisted of funds held in cash management accounts held by a lender, reserves for replacement of furniture and fixtures, and reserves to pay for real estate taxes, ground rent or property insurance under certain hotel management agreements or loan agreements.

At June 30, 2025 and December 31, 2024, the Company had $ 11.0 million and $ 10.9 million, respectively, in restricted cash, which consisted of funds held in cash management accounts held by a lender, reserves for replacement of furniture and fixtures, and reserves to pay for real estate taxes, ground rent or property insurance under certain hotel management agreements or loan agreements.

Long-Term Property Operating and Finance Leases

As of March 31, 2025, the following hotels were subject to leases as follows:

As of June 30, 2025, the following hotels were subject to leases as follows:

Lease Properties Lease Type Lease Expiration Date

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Operating lease January 2089

Hotel Zeppelin San Francisco Operating and finance lease June 2089 (4)

80 Rooms at Hotel Zeppelin San Francisco

Operating and finance lease June 2089 (4)

Hotel Zelos San Francisco Operating lease June 2097

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(3) The expiration date assumes the exercise of all 19 five-year extension options.

(4) Property is owned, with the exception of 80 rooms in an adjoining building that are subject to a lease agreement.

The expiration date assumes the exercise of a 30-year extension option.

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Ground rent expense is included in real estate taxes, personal property taxes, property insurance and ground rent in the Company's accompanying consolidated statements of operations and comprehensive income.

The components of ground rent expense for the three months ended March 31, 2025 and 2024 are as follows (in thousands):

For the three months ended March 31,

The components of ground rent expense for the three and six months ended June 30, 2025 and 2024 are as follows (in thousands):

For the three months ended June 30, For the six months ended June 30,

2025 2024 2025 2024

Fixed ground rent $ 4,825 $ 4,796 $ 9,635 $ 9,592

5 unchanged sentences

Supplemental Information to Statements of Cash Flows (in thousands)

For the three months ended March 31,

For the six months ended June 30,

Interest paid, net of capitalized interest $ 51,068 $ 53,709

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Operating Segment Information

The following table presents the Company's segment hotel revenues, Hotel EBITDA, including significant hotel expenses and its reconciliation to Net income (loss) for the three months ended March 31, 2025 and 2024 (in thousands):

For the three months ended March 31,

The following table presents the Company's segment hotel revenues, Hotel EBITDA, including significant hotel expenses and its reconciliation to net income (loss) for the three and six months ended June 30, 2025 and 2024 (in thousands):

For the three months ended June 30, For the six months ended June 30,

2025 2024 2025 2024

Total revenues $ 407,537 $ 397,110 $ 727,803 $ 711,179

22 unchanged sentences

(2) Corporate and other include corporate general and administrative and other operating income and expenses.

Subsequent Events

The Company repurchased an aggregate of 111,599 of its common shares at an average price of $ 8.96 per share subsequent to March 31, 2025.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements