3 unchanged sentences
(in thousands, except share and per-share data)
−Removed: June 30, 2025 December 31, 2024
+Added: September 30, 2025 December 31, 2024
Investment in hotel properties, net $ 5,103,449 $ 5,319,029
+Added: Hotel held for sale 80,602 —
Cash and cash equivalents 223,157 206,650
10 unchanged sentences
Accrued interest 18,027 11,549
+Added: Liabilities related to hotel held for sale 18,609 —
Distribution payable 11,803 11,865
2 unchanged sentences
Shareholders’ equity:
−Removed: 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;
−Removed: 27,600,000 shares issued and outstanding at June 30, 2025 and December 31, 2024
+Added: Preferred shares of beneficial interest, $ .01 par value (liquidation preference $ 688,554 and $ 690,000 at September 30, 2025 and December 31, 2024, respectively), 100,000,000 shares authorized;
+Added: 27,542,157 and 27,600,000 shares issued and outstanding at September 30, 2025 and December 31, 2024, respectively
Common shares of beneficial interest, $ .01 par value, 500,000,000 shares authorized;
−Removed: 118,166,806 and 119,285,394 shares issued and outstanding at June 30, 2025 and December 31, 2024, respectively
+Added: 113,841,546 and 119,285,394 shares issued and outstanding at September 30, 2025 and December 31, 2024, respectively
Additional paid-in capital 3,985,385 4,072,265
9 unchanged sentences
(in thousands, except share and per-share data)
−Removed: For the three months ended June 30, For the six months ended June 30,
+Added: For the three months ended
+Added: September 30, For the nine months ended
+Added: September 30,
2025 2024 2025 2024
11 unchanged sentences
General and administrative 12,062 11,814 37,792 35,937
−Removed: Business interruption insurance income ( 3,242 ) ( 7,301 ) ( 7,545 ) ( 11,281 )
+Added: Impairment 46,497 1,908 46,497 1,908
+Added: Business interruption insurance income and gain on insurance settlement ( 3,874 ) ( 7,059 ) ( 11,419 ) ( 18,340 )
Other operating expenses 2,188 963 3,216 4,083
9 unchanged sentences
Distributions to preferred shareholders ( 10,611 ) ( 10,631 ) ( 31,874 ) ( 31,894 )
+Added: Repurchase of preferred shares 312 — 312 —
Net income (loss) attributable to common shareholders $ ( 43,366 ) $ 33,026 $ ( 79,520 ) $ 14,349
6 unchanged sentences
(in thousands, except share and per-share data)
−Removed: For the three months ended June 30, For the six months ended June 30,
+Added: For the three months ended
+Added: September 30, For the nine months ended
+Added: September 30,
2025 2024 2025 2024
11 unchanged sentences
(in thousands, except share data)
−Removed: For the three months ended June 30, 2025
+Added: For the three months ended September 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
−Removed: Balance at March 31, 2025
+Added: 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
−Removed: Issuance of shares, net of offering costs — — — — ( 41 ) — — ( 41 ) — ( 41 )
+Added: Repurchase of preferred shares ( 57,843 ) ( 1 ) — — ( 1,375 ) — 312 ( 1,064 ) — ( 1,064 )
Repurchase of common shares — — ( 4,325,260 ) ( 44 ) ( 49,955 ) — — ( 49,999 ) — ( 49,999 )
2 unchanged sentences
Distributions on preferred shares/units — — — — — — ( 10,611 ) ( 10,611 ) ( 1,164 ) ( 11,775 )
+Added: Purchases of capped calls in connection with convertible senior notes — — — — ( 27,240 ) — — ( 27,240 ) — ( 27,240 )
Other comprehensive income (loss):
2 unchanged sentences
Net income (loss) — — — — — — ( 33,067 ) ( 33,067 ) 714 ( 32,353 )
−Removed: Balance at June 30, 2025
+Added: Balance at September 30, 2025
27,542,157 $ 275 113,841,546 $ 1,138 $ 3,985,385 $ 3,465 $ ( 1,475,913 ) $ 2,514,350 $ 93,239 $ 2,607,589
−Removed: For the three months ended June 30, 2024
+Added: For the three months ended September 30, 2024
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
−Removed: Balance at March 31, 2024
+Added: 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
+Added: Repurchase of common shares — — ( 854,993 ) ( 9 ) ( 9,991 ) — — ( 10,000 ) — ( 10,000 )
Share-based compensation — — 46,007 1 2,439 — — 2,440 1,061 3,501
5 unchanged sentences
Net income (loss) — — — — — — 43,657 43,657 1,488 45,145
−Removed: Balance at June 30, 2024
+Added: Balance at September 30, 2024
27,600,000 $ 276 119,285,394 $ 1,193 $ 4,069,808 $ 11,263 $ ( 1,330,539 ) $ 2,752,001 $ 89,897 $ 2,841,898
2 unchanged sentences
(in thousands, except share data)
−Removed: For the six months ended June 30, 2025
+Added: For the nine months ended September 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
2 unchanged sentences
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
+Added: Repurchase of preferred shares ( 57,843 ) ( 1 ) — — ( 1,375 ) — 312 ( 1,064 ) — ( 1,064 )
Issuance of shares, net of offering costs — — — — ( 41 ) — — ( 41 ) — ( 41 )
4 unchanged sentences
Distributions on preferred shares/units — — — — — — ( 31,874 ) ( 31,874 ) ( 3,492 ) ( 35,366 )
+Added: Purchases of capped calls in connection with convertible senior notes — — — — ( 27,240 ) — — ( 27,240 ) — ( 27,240 )
Other comprehensive income (loss):
2 unchanged sentences
Net income (loss) — — — — — — ( 47,958 ) ( 47,958 ) 2,710 ( 45,248 )
−Removed: Balance at June 30, 2025
+Added: Balance at September 30, 2025
27,542,157 $ 275 113,841,546 $ 1,138 $ 3,985,385 $ 3,465 $ ( 1,475,913 ) $ 2,514,350 $ 93,239 $ 2,607,589
−Removed: For the six months ended June 30, 2024
+Added: Pebblebrook Hotel Trust
+Added: Consolidated Statements of Equity - Continued
+Added: (in thousands, except share data)
+Added: For the nine months ended September 30, 2024
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
11 unchanged sentences
Net income (loss) — — — — — — 46,243 46,243 3,621 49,864
−Removed: Balance at June 30, 2024
+Added: Balance at September 30, 2024
27,600,000 $ 276 119,285,394 $ 1,193 $ 4,069,808 $ 11,263 $ ( 1,330,539 ) $ 2,752,001 $ 89,897 $ 2,841,898
3 unchanged sentences
(in thousands)
−Removed: For the six months ended June 30,
+Added: For the nine months ended
+Added: September 30,
Operating activities:
2 unchanged sentences
Depreciation and amortization 172,790 172,051
−Removed: Provision for deferred income taxes 3,334 —
+Added: Provision (benefit) for deferred income taxes 5,740 ( 26,976 )
Share-based compensation 10,263 10,084
+Added: Gain on insurance settlement ( 1,820 ) —
Amortization of deferred financing costs, non-cash interest and other amortization 8,988 9,295
+Added: Gain on extinguishment of debt ( 7,385 ) —
+Added: Impairment 46,497 1,908
Non-cash ground rent 7,283 7,385
13 unchanged sentences
Payment of deferred financing costs ( 10,279 ) ( 6,379 )
+Added: Proceeds from debt 400,000 —
Repayments of debt ( 393,646 ) ( 111,377 )
+Added: Purchases of capped calls for convertible senior notes ( 27,240 ) —
Repurchases of common shares ( 65,611 ) ( 16,851 )
+Added: Repurchases of preferred shares ( 1,064 ) —
Distributions — common shares/units ( 3,610 ) ( 3,659 )
10 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.
−Removed: As of June 30, 2025, the Company owned interests in 46 hotels with a total of 11,937 gue st rooms .
+Added: As of September 30, 2025, the Company owned interests in 46 hotels with a total of 11,937 guest rooms.
The hotel properties are located in:
16 unchanged sentences
The Company is the sole general partner of the Operating Partnership.
−Removed: As of June 30, 2025, the Company owned 99.0 % of the common limited partnership units issued by the Operating Partnership ("common units").
+Added: As of September 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.
59 unchanged sentences
Acquisition and Disposition of Hotel Properties
−Removed: The Company did not acquire any hotel properties during the six months ended June 30, 2025 or 2024.
−Removed: The Company did not dispose of any hotel properties during the six months ended June 30, 2025 or 2024.
+Added: The Company did not acquire any hotel properties during the nine months ended September 30, 2025 or 2024.
+Added: The Company did not dispose of any hotel properties during the nine months ended September 30, 2025 or 2024.
+Added: For the three and nine months ended September 30, 2025, the accompanying consolidated statements of operations and comprehensive income included operating income (loss) of $ 2.7 million and $ 0.5 million, respectively, excluding impairment loss and gain on sale of hotel properties related to the hotel properties sold or held for sale.
+Added: For the three and nine months ended September 30, 2024, the accompanying consolidated statements of operations and comprehensive income included operating income (loss) of $ 3.1 million and zero , respectively, excluding impairment loss and gain on sale of hotel properties related to the hotel properties sold or held for sale.
+Added: Held for Sale
+Added: As of September 30, 2025, the Company had entered into an agreement to sell one hotel property for a sales price of $ 72.0 million and the purchaser placed a nonrefundable deposit pursuant to the agreement.
+Added: This hotel was classified as held for sale and, as a result, the Company classified all of the assets and liabilities related to this hotel as assets and liabilities held for sale in the accompanying consolidated balance sheets and ceased depreciating its assets.
+Added: The Company expects to complete the sale in the fourth quarter of 2025.
+Added: However, no assurances can be given that the sale will be completed on these terms or at all.
Investment in Hotel Properties
−Removed: Investment in hotel properties as of June 30, 2025 and December 31, 2024 consisted of the following (in thousands):
−Removed: June 30, 2025 December 31, 2024
+Added: Investment in hotel properties as of September 30, 2025 and December 31, 2024 consisted of the following (in thousands):
+Added: September 30, 2025 December 31, 2024
Land $ 763,764 $ 800,143
12 unchanged sentences
LaPlaya closed following Hurricane Milton to undertake clean-up, repairs and a full assessment of damages.
−Removed: The resort is now substantially open.
+Added: The resort is 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.
−Removed: For the six months ended June 30, 2025 , the Company recognized $ 7.5 million of business interruption insurance income.
−Removed: 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.
−Removed: Through June 30, 2025, the Company received a total of $ 18.2 million in preliminary advances from the insurance providers.
−Removed: 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.
+Added: For damage due to Hurricane Helene, the Company recognized a loss of $ 1.9 million during the nine months ended September 30, 2024, which is included in impairment on the Company’s accompanying consolidated statement of operations and comprehensive income.
+Added: In September 2025, the Company finalized a settlement agreement for its Hurricane Helene claim with its insurance providers totaling $ 9.0 million.
+Added: For damage due to Hurricane Milton, 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.
+Added: The Company is continuing to work with its insurance providers on its remaining Hurricane Milton claims.
+Added: Through September 30, 2025, the Company received a total of $ 14.5 million in preliminary advances from the insurance providers for damage due to Hurricane Milton.
+Added: For the nine months ended September 30, 2025 , the Company recognized $ 11.4 million of business interruption insurance income and gain on insurance settlement for damage due to Hurricanes Helene and Milton.
The Company reviews its investment in hotel properties for impairment whenever events or circumstances indicate potential impairment.
1 unchanged sentence
As a result of this review, the Company may identify an impairment trigger has occurred and assess its investment in hotel properties for recoverability.
−Removed: During the six months ended June 30, 2025 and 2024, no impairment losses were incurred.
+Added: During the nine months ended September 30, 2025, the Company recognized an impairment loss of $ 46.5 million for three hotels as a result of their fair values being lower than their carrying values.
+Added: The impairment losses were determined using Level 2 inputs under authoritative guidance for fair value measurements using purchase and sale agreements and information from marketing efforts for these properties.
+Added: During the nine months ended September 30, 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.
−Removed: 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.
+Added: As of September 30, 2025, the Company's lease liabilities consisted of operating lease liabilities of $ 333.1 million and financing lease liabilities of $ 44.4 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.
−Removed: The Company's debt consisted of the following as of June 30, 2025 and December 31, 2024 (dollars in thousands):
+Added: On September 18, 2025, the Company issued $ 400.0 million aggregate principal amount of its 1.625 % Convertible Senior Notes due January 2030 (the "Convertible Notes 2030").
+Added: The net proceeds from the issuance were approximately $ 390.2 million after deducting the underwriting fees.
+Added: The net proceeds and cash on hand, totaling $ 392.0 million, was used to repurchase $ 400.0 million aggregate principal amount of the Company's 1.75 % Convertible Senior Notes due December 2026 (the "Convertible Notes 2026") at a discount in private transactions with certain note holders.
+Added: The repurchase of the Convertible Notes 2026 resulted in a gain on debt extinguishment of $ 7.4 million, net of a write-off of debt issuance costs, which is included in interest expense on the Company's accompanying consolidated statements of operations and comprehensive income.
+Added: The Company's debt consisted of the following as of September 30, 2025 and December 31, 2024 (dollars in thousands):
Balance Outstanding as of
−Removed: Interest Rate at June 30, 2025
−Removed: Maturity Date June 30, 2025 December 31, 2024
+Added: Interest Rate at September 30, 2025
+Added: Maturity Date September 30, 2025 December 31, 2024
Unsecured revolving credit facilities
15 unchanged sentences
Unsecured term loans principal $ 916,652 $ 916,652
−Removed: Convertible senior notes principal 1.75 % December 2026 $ 750,000 $ 750,000
+Added: Convertible senior notes
+Added: Convertible Notes 2026 1.75 % December 2026 350,000 750,000
+Added: Convertible Notes 2030 1.63 % January 2030 400,000 —
+Added: Convertible senior notes principal $ 750,000 $ 750,000
Unsecured senior notes
12 unchanged sentences
(1) Borrowings bear interest at floating rates.
−Removed: Interest rate at June 30, 2025 gives effect to interest rate hedges.
+Added: Interest rate at September 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 %.
−Removed: The interest rate at June 30, 2025 gives effect to an interest rate swap.
+Added: The interest rate at September 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.
+Added: (4) In October 2025, the Company repaid its borrowings under Term Loan 2025 with available cash.
Unsecured Revolving Credit Facilities
3 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.
−Removed: 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.
+Added: As of September 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.
−Removed: Standby letters of credit of $ 7.9 million and $ 7.4 million were outstanding as of June 30, 2025 and December 31, 2024, respectively.
−Removed: 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.
+Added: Standby letters of credit of $ 7.9 million and $ 7.4 million were outstanding as of September 30, 2025 and December 31, 2024, respectively.
+Added: As of September 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.
−Removed: 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.
−Removed: 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.
+Added: As of September 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.
+Added: As of September 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.
−Removed: As of June 30, 2025, the Company was in compliance with all debt covenants of its term loans.
+Added: As of September 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.
See Derivative and Hedging Activities for further discussion on the interest rate swaps.
−Removed: Convertible Senior Notes
−Removed: In December 2020, the Company issued $ 500.0 million aggregate principal amount of 1.75 % Convertible Senior Notes due December 2026 (the "Convertible Notes").
−Removed: The net proceeds from the offering of the Convertible Notes were approximately $ 487.3 million after deducting the underwriting fees and other expenses paid by the Company.
−Removed: In February 2021, the Company issued an additional $ 250.0 million aggregate principal amount of Convertible Notes.
−Removed: These additional Convertible Notes were sold at a 5.5 % premium to par and generated net proceeds of approximately $ 257.2 million after deducting the underwriting fees and other expenses paid by the Company of $ 6.5 million, which was offset by a premium received in the amount of $ 13.8 million.
−Removed: The Convertible Notes are governed by an indenture (the "Base Indenture") between the Company and The Bank of New York Mellon Trust Company, N.A., as trustee.
−Removed: The Convertible Notes bear interest at a rate of 1.75 % per annum, payable semi-annually in arrears on June 15th and December 15th of each year, beginning on June 15, 2021.
−Removed: The Convertible Notes will mature on December 15, 2026.
+Added: Convertible Senior Notes due 2026
+Added: The Company has $ 350.0 million aggregate principal amount of the Convertible Notes 2026 outstanding.
+Added: The Convertible Notes 2026 are governed by an indenture between the Company and The Bank of New York Mellon Trust Company, N.A., as trustee, and bear interest at a rate of 1.75 % per annum, payable semi-annually in arrears on June 15th and December 15th of each year.
+Added: As of September 30, 2025, the Convertible Notes 2026 had $ 0.5 million of unamortized issuance costs outstanding.
Prior to June 15, 2026, the Convertible Notes 2026 will be convertible upon certain circumstances.
−Removed: On and after June 15, 2026, holders may convert any of their Convertible Notes into the Company’s common shares of beneficial interest ("common shares") at the applicable conversion rate at any time at their election two days prior to the maturity date.
+Added: On and after June 15, 2026, holders may convert any of their Convertible Notes 2026 into the Company’s common shares of beneficial interest ("common shares") at the applicable conversion rate at any time at their election until two days prior to the maturity date.
The initial conversion rate is 39.2549 common shares per $1,000 principal amount of Convertible Notes 2026, which represents an initial conversion price of approximately $ 25.47 per share.
The conversion rate is subject to adjustment in certain circumstances.
−Removed: As of June 30, 2025 and December 31, 2024, the if-converted value of the Convertible Notes did not exceed the principal amount.
+Added: Upon conversion of the Convertible Notes 2026, the Company may choose to pay or deliver cash, common shares or a combination of cash and shares.
+Added: As of September 30, 2025 and December 31, 2024, the if-converted value of the Convertible Notes 2026 did not exceed the principal amount.
The Company may redeem for cash all or a portion of the Convertible Notes 2026, at its option, upon certain circumstances.
1 unchanged sentence
If certain make-whole fundamental changes occur, the conversion rate for the Convertible Notes 2026 may be increased.
−Removed: In connection with the Convertible Notes issuances, the Company entered into privately negotiated capped call transactions (the "Capped Call Transactions") with certain of the underwriters of the offerings of the Convertible Notes or their respective affiliates and other financial institutions.
−Removed: The Capped Call Transactions initially cover, subject to anti-dilution adjustments substantially similar to those applicable to the Convertible Notes, the number of common shares underlying the Convertible Notes.
−Removed: The Capped Call Transactions are expected generally to reduce the potential dilution to holders of common shares upon conversion of the Convertible Notes and/or offset the potential cash payments that the Company could be required to make in excess of the principal amount of any converted Convertible Notes upon conversion thereof, with such reduction and/or offset subject to a cap.
−Removed: The upper strike price of the Capped Call Transactions is $ 33.0225 per share.
+Added: Convertible Senior Notes due 2030
+Added: On September 18, 2025, the Company issued $ 400.0 million aggregate principal amount of the Convertible Notes 2030 in a private placement to persons reasonably believed to be qualified institutional buyers pursuant to Rule 114A under the Securities Act of 1933, as amended.
+Added: The Convertible Notes 2030 are governed by an indenture between the Company and The Bank of New York Mellon Trust Company, N.A., as trustee, and bear interest at a rate of 1.625 % per annum, payable semi-annually in arrears on January 15th and July 15th of each year.
+Added: As of September 30, 2025, the Convertible Notes 2030 had $ 10.3 million of unamortized issuance costs outstanding.
+Added: Prior to July 15, 2029, the Convertible Notes 2030 are convertible upon certain circumstances.
+Added: On and after July 15, 2029, holders may convert any of their Convertible Notes 2030 into common shares at the applicable conversion rate at any time at their election until two days prior to the maturity date.
+Added: The initial conversion rate is 62.9129 common shares per $1,000 principal amount of Convertible Notes 2030, which represents an initial conversion price of approximately $ 15.89 per share.
+Added: The conversion rate is subject to adjustment in certain circumstances.
+Added: Upon conversion of the Convertible Notes 2030, the Company will settle the conversion by paying cash up to the aggregate principal amount of the Convertible Notes 2030 to be converted and cash, common shares or a combination of cash and common shares, at the Company's election, in respect of the remainder, if any, of the conversion obligation in excess of the aggregate principal amount.
+Added: As of September 30, 2025, the if-converted value of the Convertible Notes 2030 did not exceed the principal amount.
+Added: Prior to July 20, 2028, the Company may not redeem the Convertible Notes 2030.
+Added: On or after July 20, 2028, the Company may redeem for cash all or a portion of the Convertible Notes 2030 at its option, upon certain circumstances.
+Added: 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.
+Added: If certain make-whole fundamental changes occur, the conversion rate for the Convertible Notes 2030 may be increased.
+Added: Capped Call Transactions in Connection with the Convertible Senior Notes
+Added: In connection with the issuances of the Convertible Notes 2026 and the Convertible Notes 2030, the Company entered into privately negotiated capped call transactions.
+Added: The capped call transactions cover, subject to anti-dilution adjustments substantially similar to those applicable to the convertible notes, the number of common shares underlying the applicable convertible note instrument.
+Added: The capped call transactions are expected generally to reduce the potential dilution to holders of common shares upon conversion of the applicable convertible notes and/or offset the potential cash payments that the Company could be required to make in excess of the principal amount of any converted applicable convertible notes upon conversion thereof, with such reduction and/or offset subject to a cap.
+Added: The upper strike price of the capped call transactions is $ 33.0225 per share for the Convertible Notes 2026 and $ 20.23 per share for the Convertible Notes 2030.
+Added: Premiums paid for the capped call transactions were included as a net reduction to additional paid-in capital in the Company's accompanying consolidated balance sheets.
+Added: In October 2025, the Company entered into unwind agreements with counterparties on $ 550.0 million aggregate principal amount of the capped calls entered into in connection with the Convertible Notes 2026.
Unsecured Senior Notes
2 unchanged sentences
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.
−Removed: As of June 30, 2025, the Company was in compliance with all such covenants.
+Added: As of September 30, 2025, the Company was in compliance with all such covenants.
Mortgage Loans
2 unchanged sentences
The loan matures on September 1, 2028.
−Removed: On September 7, 2023, the Company entered into a $ 140.0 million first-lien mortgage on the leasehold interest of Margaritaville Hollywood Beach Resort ("Margaritaville"), which requires interest-only payments based on a floating rate equal to daily SOFR plus a spread of 3.75 %.
−Removed: This loan matures on September 7, 2026 and may be extended for up to two one-year periods, subject to certain terms and conditions and payment of extension fees.
−Removed: The Company entered into an interest rate swap agreement to fix the SOFR rate on this mortgage loan.
+Added: On September 7, 2023, the Company entered into a $ 140.0 million loan secured by a first-lien mortgage on the leasehold interest of Margaritaville Hollywood Beach Resort ("Margaritaville").
+Added: The loan requires interest-only payments based on a floating rate equal to daily SOFR plus a spread of 3.75 %.
+Added: The loan matures on September 7, 2026 and may be extended for up to two one-year periods, subject to certain terms and conditions and payment of extension fees.
+Added: The Company entered into an interest rate swap agreement to fix the SOFR rate on the loan.
See Derivative and Hedging Activities for further discussion on the interest rate swaps.
5 unchanged sentences
Interest Expense
−Removed: 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):
−Removed: For the three months ended June 30, For the six months ended June 30,
+Added: The components of the Company's interest expense consisted of the following for the three and nine months ended September 30, 2025 and 2024 (in thousands):
+Added: For the three months ended
+Added: September 30, For the nine months ended
+Added: September 30,
2025 2024 2025 2024
5 unchanged sentences
Mortgage loans 3,219 3,247 9,573 9,690
−Removed: Amortization of debt (premiums) and deferred financing fees 1,911 1,537 3,821 4,608
+Added: Amortization of debt (premiums) and deferred financing fees, and (gain) loss on debt extinguishment ( 5,204 ) 1,541 ( 1,383 ) 6,149
Other 961 1,083 3,115 ( 1,352 )
2 unchanged sentences
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.
−Removed: 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.
+Added: The estimated fair value of the Company’s fixed rate debt (unsecured senior notes, convertible senior notes and the Estancia mortgage loan) as of September 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.
−Removed: The Company's interest rate swaps at June 30, 2025 and December 31, 2024 consisted of the following, by maturity date (dollars in thousands):
+Added: The Company's interest rate swaps at September 30, 2025 and December 31, 2024 consisted of the following, by maturity date (dollars in thousands):
Aggregate Notional Value as of
−Removed: Hedge Type Interest Rate Range (SOFR) Maturity June 30, 2025 December 31, 2024
+Added: Hedge Type Interest Rate Range (SOFR) Maturity September 30, 2025 December 31, 2024
Swap-cash flow 3.22 % - 3.25 %
10 unchanged sentences
The Company records all derivative instruments at fair value in the accompanying consolidated balance sheets.
−Removed: Fair values of interest rate swaps and caps are determined using the standard market methodology of netting the discounted future fixed cash receipts/payments and the discounted expected variable cash payments/receipts.
+Added: Fair values of interest rate swaps are determined using the standard market methodology of netting the discounted future fixed cash receipts/payments and the discounted expected variable cash payments/receipts.
Variable interest rates used in the calculation of projected receipts and payments on the swaps are based on an expectation of future interest rates derived from observable market interest rate curves (Overnight Index Swap curves) and volatilities (Level 2 inputs).
2 unchanged sentences
The Company believes it minimizes the credit risk by transacting with major creditworthy financial institutions.
−Removed: 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.
−Removed: 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.
+Added: As of September 30, 2025 and December 31, 2024, the Company's interest rate swap assets had an aggregate fair value of $ 4.1 million and $ 16.6 million, respectively.
+Added: As of September 30, 2025 and December 31, 2024, the Company's interest rate swap liabilities had an aggregate fair value of $ 0.6 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.
The Company expects approximately $ 4.4 million will be reclassified from accumulated other comprehensive income (loss) to interest expense within the next 12 months.
+Added: In October 2025, the Company entered into interest rate swap agreements with an aggregate notional amount of $ 200.0 million that became effective in the same month upon the maturity of previous swaps.
The Company presents revenue on a disaggregated basis in the accompanying consolidated statements of operations and comprehensive income.
−Removed: The following table presents revenues by geographic location for the three and six months ended June 30, 2025 and 2024 (in thousands):
−Removed: For the three months ended June 30, For the six months ended June 30,
+Added: The following table presents revenues by geographic location for the three and nine months ended September 30, 2025 and 2024 (in thousands):
+Added: For the three months ended
+Added: September 30, For the nine months ended
+Added: September 30,
2025 2024 2025 2024
San Diego, CA $ 96,543 $ 101,639 $ 258,454 $ 258,117
−Removed: Southern Florida/Georgia 70,951 68,934 156,406 149,891
Boston, MA 76,824 77,605 204,553 203,483
+Added: Southern Florida/Georgia 46,614 46,390 203,020 196,281
Los Angeles, CA 44,565 49,574 123,492 142,382
San Francisco, CA 38,428 36,291 109,478 99,710
+Added: Chicago, IL 26,787 25,513 60,408 57,033
+Added: Portland, OR 25,751 25,574 60,129 60,101
Washington, D.C.
13,495 16,432 48,920 53,336
−Removed: Portland, OR 21,581 21,528 34,378 34,527
−Removed: Chicago, IL 24,748 23,172 33,621 31,520
29,716 25,512 58,072 45,266
4 unchanged sentences
Payments from customers are primarily made when services are provided.
−Removed: Due to the short-term nature of the Company's contracts and the almost simultaneous receipt of payment, almost all of the contract liability balance at the beginning of the period is expected to be recognized as revenue over the following 12 months.
+Added: Due to the short-term nature of the Company's contracts (other than membership contracts) and the almost simultaneous receipt of payment, almost all of the contract liability balance at the beginning of the period is expected to be recognized as revenue over the following 12 months.
+Added: Membership deposits, which are received pursuant to membership contracts, are recognized as revenue over the expected life of the membership.
Common Shares
2 unchanged sentences
Holders of common shares are entitled to receive dividends when authorized by the Board of Trustees.
−Removed: Common Share Repurchase Programs
−Removed: On February 17, 2023, the Company's Board of Trustees authorized a share repurchase program of up to $ 150.0 million of common shares.
+Added: Common Share Repurchase Program
+Added: On February 17, 2023, the Company's Board of Trustees authorized a share repurchase program of up to $ 150.0 million of common shares (the "February 2023 Common Share Repurchase Program").
Under this program, the Company may repurchase common shares from time to time in transactions on the open market or by private agreement.
1 unchanged sentence
Common shares repurchased by the Company cease to be outstanding and become authorized but unissued common shares.
−Removed: 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.
−Removed: As of June 30, 2025, $ 116.6 million of common shares remained available for repurchase under this program.
+Added: During the nine months ended September 30, 2025, the Company repurchased 5,623,656 common shares for an aggregate purchase price of $ 64.3 million, or an average of approximately $ 11.44 per share.
+Added: As of September 30, 2025, $ 66.6 million of common shares remained available for repurchase under this program.
+Added: In October 2025, the Company repurchased 653,412 common shares at an average of approximately $ 10.77 per share.
+Added: In October 2025, the Company's Board of Trustees terminated the February 2023 Common Share Repurchase Program and authorized a new common share repurchase program of up to $ 150.0 million of common shares.
+Added: Under this program, the Company may repurchase common shares from time to time in transactions on the open market or by private agreement.
+Added: The Company may suspend or discontinue this program at any time.
+Added: Common shares repurchased by the Company cease to be outstanding and become authorized but unissued common shares.
Common Dividends
−Removed: The Company declared the following dividends on common shares/units for the six months ended June 30, 2025:
+Added: The Company declared the following dividends on common shares/units for the nine months ended September 30, 2025:
Dividend per Share/Unit For the Quarter Ended Record Date Payable Date
1 unchanged sentence
$ 0.01 June 30, 2025 June 30, 2025 July 15, 2025
+Added: $ 0.01 September 30, 2025 September 30, 2025 October 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").
−Removed: The following preferred shares were outstanding as of June 30, 2025 and December 31, 2024:
−Removed: Security Type June 30, 2025 December 31, 2024
+Added: The following preferred shares were outstanding as of September 30, 2025 and December 31, 2024:
+Added: Security Type September 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.
−Removed: During the six months ended June 30, 2025, no Preferred Shares were repurchased under this program.
−Removed: As of June 30, 2025, $ 84.2 million of Preferred Shares remained available for repurchase under this program.
+Added: During the nine months ended September 30, 2025, the Company repurchased 57,843 Preferred Shares for an aggregate purchase price of $ 1.1 million, or an average of approximately $ 18.38 per share.
+Added: As of September 30, 2025, $ 83.1 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
−Removed: The Company declared the following dividends on preferred shares for the six months ended June 30, 2025:
+Added: The Company declared the following dividends on preferred shares for the nine months ended September 30, 2025:
Security Type Dividend per Share/Unit For the Quarter Ended Record Date Payable Date
3 unchanged sentences
$ 0.40 June 30, 2025 June 30, 2025 July 15, 2025
+Added: 6.375 % Series E
+Added: $ 0.40 September 30, 2025 September 30, 2025 October 15, 2025
6.30 % Series F
2 unchanged sentences
$ 0.39 June 30, 2025 June 30, 2025 July 15, 2025
+Added: 6.30 % Series F
+Added: $ 0.39 September 30, 2025 September 30, 2025 October 15, 2025
6.375 % Series G
2 unchanged sentences
$ 0.40 June 30, 2025 June 30, 2025 July 15, 2025
+Added: 6.375 % Series G
+Added: $ 0.40 September 30, 2025 September 30, 2025 October 15, 2025
5.70 % Series H
2 unchanged sentences
$ 0.36 June 30, 2025 June 30, 2025 July 15, 2025
+Added: 5.70 % Series H
+Added: $ 0.36 September 30, 2025 September 30, 2025 October 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.
−Removed: As of June 30, 2025 and December 31, 2024, the Operating Partnership had 16,291 OP units held by third parties, excluding LTIP units.
−Removed: 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.
+Added: As of September 30, 2025 and December 31, 2024, the Operating Partnership had 16,291 OP units held by third parties, excluding LTIP units.
+Added: As of September 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.
−Removed: As of June 30, 2025, the Operating Partnership had 1,154,431 LTIP units outstanding, of which 710,156 LTIP units have vested.
+Added: As of September 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.
−Removed: As of June 30, 2025 and December 31, 2024, the Operating Partnership had 3,104,400 Series Z Preferred Units outstanding.
+Added: As of September 30, 2025 and December 31, 2024, the Operating Partnership had 3,104,400 Series Z Preferred Units outstanding.
Share-Based Compensation Plan
Available Shares
−Removed: The Company maintains the 2009 Equity Incentive Plan, as amended and restated (as amended, the "Plan"), to attract and retain independent trustees, executive officers and other key employees and service providers.
+Added: The Company maintains the 2009 Equity Incentive Plan (as amended and restated and further amended, the "Plan") to attract and retain independent trustees, executive officers and other key employees and service providers.
The Plan provides for the grant of options to purchase common shares, share awards, share appreciation rights, performance units and other equity-based awards.
3 unchanged sentences
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.
−Removed: As of June 30, 2025, there were 3,838,871 common shares available for issuance under the Plan.
+Added: As of September 30, 2025, there were 3,838,387 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.
−Removed: The following table provides a summary of service condition restricted share activity during the six months ended June 30, 2025:
+Added: The following table provides a summary of service condition restricted share activity during the nine months ended September 30, 2025:
Shares Weighted-Average
3 unchanged sentences
Vested ( 166,135 ) $ 19.70
−Removed: Unvested at June 30, 2025
+Added: Unvested at September 30, 2025
407,495 $ 15.26
−Removed: 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.
−Removed: 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.
+Added: For the three and nine months ended September 30, 2025, the Company recognized approximately $ 0.9 million and $ 2.4 million, respectively, of share-based compensation expense related to these awards as presented in the accompanying consolidated statements of operations and comprehensive income.
+Added: For the three and nine months ended September 30, 2024, the Company recognized approximately $ 0.9 million and $ 2.6 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
2 unchanged sentences
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.
−Removed: 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.
−Removed: 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.
+Added: For the three and nine months ended September 30, 2025, the Company recognized approximately $ 1.5 million and $ 4.3 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.
+Added: For the three and nine months ended September 30, 2024, the Company recognized approximately $ 1.5 million and $ 4.4 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
−Removed: As of June 30, 2025, the Operating Partnership had two classes of LTIP units, LTIP Class A units and LTIP Class B units.
+Added: As of September 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.
2 unchanged sentences
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.
−Removed: As of June 30, 2025, the Operating Partnership had 1,154,431 LTIP units outstanding, of which 710,156 LTIP units have vested.
+Added: As of September 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.
−Removed: 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.
+Added: For the three and nine months ended September 30, 2025, the Company recognized approximately $ 1.2 million and $ 3.6 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.
−Removed: 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.
+Added: For the three and nine months ended September 30, 2024, the Company recognized approximately $ 1.1 million and $ 3.1 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.
8 unchanged sentences
The following is a reconciliation of basic and diluted earnings (loss) per common share (in thousands, except share and per-share data):
−Removed: For the three months ended June 30, For the six months ended June 30,
+Added: For the three months ended
+Added: September 30, For the nine months ended
+Added: September 30,
2025 2024 2025 2024
11 unchanged sentences
Net income (loss) per share available to common shareholders — diluted $ ( 0.37 ) $ 0.24 $ ( 0.67 ) $ 0.12
−Removed: 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.
−Removed: 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.
−Removed: 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.
−Removed: 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.
+Added: For the three and nine months ended September 30, 2025, 1,391,462 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.
+Added: For the three and nine months ended September 30, 2024, 467,452 and 157,010 , 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.
+Added: For the three and nine months ended September 30, 2025, 13,739,215 of common shares underlying the Convertible Notes 2026 were excluded from diluted shares as their effect would have been anti-dilutive.
+Added: For the three and nine months ended September 30, 2024, zero and 29,441,175 , respectively, of common shares underlying the Convertible Notes 2026 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.
10 unchanged sentences
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.
−Removed: 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.
−Removed: 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.
+Added: For the three and nine months ended September 30, 2025, combined base and incentive management fees were $ 11.4 million and $ 30.2 million, respectively.
+Added: For the three and nine months ended September 30, 2024, combined base and incentive management fees were $ 11.8 million and $ 31.0 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.
2 unchanged sentences
Restricted Cash
−Removed: 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.
+Added: At September 30, 2025 and December 31, 2024, the Company had $ 9.0 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
−Removed: As of June 30, 2025, the following hotels were subject to leases as follows:
+Added: As of September 30, 2025, the following hotels were subject to leases as follows:
Lease Properties Lease Type Lease Expiration Date
32 unchanged sentences
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.
−Removed: The components of ground rent expense for the three and six months ended June 30, 2025 and 2024 are as follows (in thousands):
−Removed: For the three months ended June 30, For the six months ended June 30,
+Added: The components of ground rent expense for the three and nine months ended September 30, 2025 and 2024 are as follows (in thousands):
+Added: For the three months ended
+Added: September 30, For the nine months ended
+Added: September 30,
2025 2024 2025 2024
6 unchanged sentences
Supplemental Information to Statements of Cash Flows (in thousands)
−Removed: For the six months ended June 30,
+Added: For the nine months ended
+Added: September 30,
Interest paid, net of capitalized interest $ 68,342 $ 76,703
Interest capitalized $ — $ 4,710
−Removed: Income taxes paid (refunded) $ 779 $ 370
+Added: Income taxes paid $ 955 $ 2,043
Non-Cash Investing and Financing Activities:
6 unchanged sentences
Operating Segment Information
−Removed: 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):
−Removed: For the three months ended June 30, For the six months ended June 30,
+Added: 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 nine months ended September 30, 2025 and 2024 (in thousands):
+Added: For the three months ended
+Added: September 30, For the nine months ended
+Added: September 30,
2025 2024 2025 2024
15 unchanged sentences
Interest expense ( 20,180 ) ( 27,925 ) ( 74,595 ) ( 82,285 )
−Removed: Business interruption insurance income 3,242 7,301 7,545 11,281
+Added: Impairment ( 46,497 ) ( 1,908 ) ( 46,497 ) ( 1,908 )
+Added: Business interruption insurance income and gain on insurance settlement 3,874 7,059 11,419 18,340
Income tax (expense) benefit ( 3,002 ) 25,213 ( 7,652 ) 24,157
6 unchanged sentences
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.