Pebblebrook Hotel Trust 10-Q

Item 1. Financial Statements. Pebblebrook Hotel Trust Consolidated Balance Sheets (in thousands, except share and per-share data) September 30, 2025 December 31, 2024 (Unaudited) ASSETS Investment in hotel properties, net $ 5,103,449 $ 5,319,029 Hotel held for sale 80,602 — Cash and cash equivalents 223,157 206,650 Restricted cash 8,958 10,941 Hotel receivables (net of allowance for doubtful accounts of $ 348 and $ 439 , respectively) 45,666 39,125 Prepaid expenses and other assets 92,418 117,593 Total assets $ 5,554,250 $ 5,693,338 LIABILITIES AND EQUITY Debt $ 2,239,036 $ 2,246,732 Accounts payable, accrued expenses and other liabilities 228,116 222,230 Lease liabilities - operating leases 333,090 320,741 Deferred revenues 97,980 92,347 Accrued interest 18,027 11,549 Liabilities related to hotel held for sale 18,609 — Distribution payable 11,803 11,865 Total liabilities 2,946,661 2,905,464 Commitments and contingencies (Note 11) Shareholders’ equity: 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; 27,542,157 and 27,600,000 shares issued and outstanding at September 30, 2025 and December 31, 2024, respectively 275 276 Common shares of beneficial interest, $ .01 par value, 500,000,000 shares authorized; 113,841,546 and 119,285,394 shares issued and outstanding at September 30, 2025 and December 31, 2024, respectively 1,138 1,193 Additional paid-in capital 3,985,385 4,072,265 Accumulated other comprehensive income (loss) 3,465 16,550 Distributions in excess of retained earnings ( 1,475,913 ) ( 1,392,860 ) Total shareholders’ equity 2,514,350 2,697,424 Non-controlling interests 93,239 90,450 Total equity 2,607,589 2,787,874 Total liabilities and equity $ 5,554,250 $ 5,693,338 The accompanying notes are an integral part of these financial statements. 3 Table of Contents Pebblebrook Hotel Trust Consolidated Statements of Operations and Comprehensive Income (in thousands, except share and per-share data) (Unaudited) For the three months ended September 30, For the nine months ended September 30, 2025 2024 2025 2024 Revenues: Room $ 254,613 $ 262,755 $ 709,223 $ 714,633 Food and beverage 96,239 95,998 288,543 278,613 Other operating 47,871 45,777 128,760 122,463 Total revenues 398,723 404,530 1,126,526 1,115,709 Expenses: Hotel operating expenses: Room 70,434 68,721 196,689 188,747 Food and beverage 71,011 71,346 208,237 203,281 Other direct and indirect 117,607 116,953 335,126 328,705 Total hotel operating expenses 259,052 257,020 740,052 720,733 Depreciation and amortization 57,602 57,546 172,790 172,051 Real estate taxes, personal property taxes, property insurance, and ground rent 35,404 35,274 102,655 92,681 General and administrative 12,062 11,814 37,792 35,937 Impairment 46,497 1,908 46,497 1,908 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 Total operating expenses 408,931 357,466 1,091,583 1,009,053 Operating income (loss) ( 10,208 ) 47,064 34,943 106,656 Interest expense ( 20,180 ) ( 27,925 ) ( 74,595 ) ( 82,285 ) Other, net 1,037 793 2,056 1,336 Income (loss) before income taxes ( 29,351 ) 19,932 ( 37,596 ) 25,707 Income tax (expense) benefit ( 3,002 ) 25,213 ( 7,652 ) 24,157 Net income (loss) ( 32,353 ) 45,145 ( 45,248 ) 49,864 Net income (loss) attributable to non-controlling interests 714 1,488 2,710 3,621 Net income (loss) attributable to the Company ( 33,067 ) 43,657 ( 47,958 ) 46,243 Distributions to preferred shareholders ( 10,611 ) ( 10,631 ) ( 31,874 ) ( 31,894 ) Repurchase of preferred shares 312 — 312 — Net income (loss) attributable to common shareholders $ ( 43,366 ) $ 33,026 $ ( 79,520 ) $ 14,349 Net income (loss) per share available to common shareholders, basic $ ( 0.37 ) $ 0.27 $ ( 0.67 ) $ 0.12 Net income (loss) per share available to common shareholders, diluted $ ( 0.37 ) $ 0.24 $ ( 0.67 ) $ 0.12 Weighted-average number of common shares, basic 117,555,628 119,640,463 118,304,722 119,938,931 Weighted-average number of common shares, diluted 117,555,628 149,351,866 118,304,722 120,367,351 4 Table of Contents Pebblebrook Hotel Trust Consolidated Statements of Operations and Comprehensive Income - Continued (in thousands, except share and per-share data) (Unaudited) For the three months ended September 30, For the nine months ended September 30, 2025 2024 2025 2024 Comprehensive Income: Net income (loss) $ ( 32,353 ) $ 45,145 $ ( 45,248 ) $ 49,864 Other comprehensive income (loss): Change in fair value of derivative instruments 647 ( 12,177 ) ( 1,315 ) 5,067 Amounts reclassified from other comprehensive income ( 4,084 ) ( 5,995 ) ( 11,823 ) ( 18,299 ) Comprehensive income (loss) ( 35,790 ) 26,973 ( 58,386 ) 36,632 Comprehensive income (loss) attributable to non-controlling interests 682 1,334 2,693 3,500 Comprehensive income (loss) attributable to the Company $ ( 36,472 ) $ 25,639 $ ( 61,079 ) $ 33,132 The accompanying notes are an integral part of these financial statements. 5 Table of Contents Pebblebrook Hotel Trust Consolidated Statements of Equity (in thousands, except share data) (Unaudited) 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 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 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 ) Share-based compensation — — — — 2,285 — — 2,285 1,236 3,521 Distributions on common shares/units — — — — — — ( 1,153 ) ( 1,153 ) ( 12 ) ( 1,165 ) Distributions on preferred shares/units — — — — — — ( 10,611 ) ( 10,611 ) ( 1,164 ) ( 11,775 ) Purchases of capped calls in connection with convertible senior notes — — — — ( 27,240 ) — — ( 27,240 ) — ( 27,240 ) Other comprehensive income (loss): Change in fair value of derivative instruments — — — — — 679 — 679 ( 32 ) 647 Amounts reclassified from other comprehensive income — — — — — ( 4,084 ) — ( 4,084 ) — ( 4,084 ) Net income (loss) — — — — — — ( 33,067 ) ( 33,067 ) 714 ( 32,353 ) 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 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 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 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 Distributions on common shares/units — — — — — — ( 1,206 ) ( 1,206 ) ( 10 ) ( 1,216 ) Distributions on preferred shares/units — — — — — — ( 10,631 ) ( 10,631 ) ( 1,164 ) ( 11,795 ) Other comprehensive income (loss): Change in fair value of derivative instruments — — — — — ( 12,023 ) — ( 12,023 ) ( 154 ) ( 12,177 ) Amounts reclassified from other comprehensive income — — — — — ( 5,995 ) — ( 5,995 ) — ( 5,995 ) Net income (loss) — — — — — — 43,657 43,657 1,488 45,145 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 6 Table of Contents Pebblebrook Hotel Trust Consolidated Statements of Equity - Continued (in thousands, except share data) (Unaudited) 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 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 Repurchase of preferred shares ( 57,843 ) ( 1 ) — — ( 1,375 ) — 312 ( 1,064 ) — ( 1,064 ) 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 Repurchase of common shares — — ( 5,719,480 ) ( 58 ) ( 65,553 ) — — ( 65,611 ) — ( 65,611 ) Share-based compensation — — 221,181 2 6,621 — — 6,623 3,640 10,263 Distributions on common shares/units — — — — — — ( 3,533 ) ( 3,533 ) ( 52 ) ( 3,585 ) Distributions on preferred shares/units — — — — — — ( 31,874 ) ( 31,874 ) ( 3,492 ) ( 35,366 ) Purchases of capped calls in connection with convertible senior notes — — — — ( 27,240 ) — — ( 27,240 ) — ( 27,240 ) Other comprehensive income (loss): Change in fair value of derivative instruments — — — — ( 36 ) ( 1,262 ) — ( 1,298 ) ( 17 ) ( 1,315 ) Amounts reclassified from other comprehensive income — — — — — ( 11,823 ) — ( 11,823 ) — ( 11,823 ) Net income (loss) — — — — — — ( 47,958 ) ( 47,958 ) 2,710 ( 45,248 ) 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 7 Table of Contents Pebblebrook Hotel Trust Consolidated Statements of Equity - Continued (in thousands, except share data) (Unaudited) 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 Shares Amount Shares Amount Balance at December 31, 2023 27,600,000 $ 276 120,191,349 $ 1,202 $ 4,078,912 $ 24,374 $ ( 1,341,264 ) $ 2,763,500 $ 86,845 $ 2,850,345 Issuance of common shares for Board of Trustees compensation — — 47,497 1 744 — — 745 — 745 Repurchase of common shares — — ( 1,242,644 ) ( 13 ) ( 16,838 ) — — ( 16,851 ) — ( 16,851 ) Share-based compensation — — 289,192 3 6,990 — — 6,993 3,091 10,084 Distributions on common shares/units — — — — — — ( 3,624 ) ( 3,624 ) ( 47 ) ( 3,671 ) Distributions on preferred shares/units — — — — — — ( 31,894 ) ( 31,894 ) ( 3,492 ) ( 35,386 ) Other comprehensive income (loss): Change in fair value of derivative instruments — — — — — 5,188 — 5,188 ( 121 ) 5,067 Amounts reclassified from other comprehensive income — — — — — ( 18,299 ) — ( 18,299 ) — ( 18,299 ) Net income (loss) — — — — — — 46,243 46,243 3,621 49,864 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 The accompanying notes are an integral part of these financial statements. 8 Table of Contents Pebblebrook Hotel Trust Consolidated Statements of Cash Flows (in thousands) (Unaudited) For the nine months ended September 30, 2025 2024 Operating activities: Net income (loss) $ ( 45,248 ) $ 49,864 Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: Depreciation and amortization 172,790 172,051 Provision (benefit) for deferred income taxes 5,740 ( 26,976 ) Share-based compensation 10,263 10,084 Gain on insurance settlement ( 1,820 ) — Amortization of deferred financing costs, non-cash interest and other amortization 8,988 9,295 Gain on extinguishment of debt ( 7,385 ) — Impairment 46,497 1,908 Non-cash ground rent 7,283 7,385 Other adjustments ( 331 ) ( 4,181 ) Changes in assets and liabilities: Hotel receivables ( 10,668 ) ( 16,866 ) Prepaid expenses and other assets ( 6,810 ) ( 13,899 ) Accounts payable and accrued expenses 29,729 4,529 Deferred revenues 9,423 12,556 Net cash provided by (used in) operating activities 218,451 205,750 Investing activities: Improvements and additions to hotel properties ( 70,746 ) ( 100,862 ) Property insurance proceeds 5,276 21,737 Other investing activities ( 480 ) ( 742 ) Net cash provided by (used in) investing activities ( 65,950 ) ( 79,867 ) Financing activities: Payment of deferred financing costs ( 10,279 ) ( 6,379 ) Proceeds from debt 400,000 — Repayments of debt ( 393,646 ) ( 111,377 ) Purchases of capped calls for convertible senior notes ( 27,240 ) — Repurchases of common shares ( 65,611 ) ( 16,851 ) Repurchases of preferred shares ( 1,064 ) — Distributions — common shares/units ( 3,610 ) ( 3,659 ) Distributions — preferred shares/units ( 35,386 ) ( 35,386 ) Other financing activities ( 1,141 ) ( 1,615 ) Net cash provided by (used in) financing activities ( 137,977 ) ( 175,267 ) Net change in cash and cash equivalents and restricted cash 14,524 ( 49,384 ) Cash and cash equivalents and restricted cash, beginning of year 217,591 193,641 Cash and cash equivalents and restricted cash, end of period $ 232,115 $ 144,257 The accompanying notes are an integral part of these financial statements. 9 Table of Contents PEBBLEBROOK HOTEL TRUST NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) Note 1. Organization Pebblebrook Hotel Trust (the "Company") is an internally managed hotel investment company, formed as a Maryland real estate investment trust in October 2009 to opportunistically acquire and invest in hotel properties located primarily in major U.S. 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 September 30, 2025, the Company owned interests in 46 hotels with a total of 11,937 guest rooms. The hotel properties are located in: Boston, Massachusetts; Chicago, Illinois; Hollywood, Florida; Jekyll Island, Georgia; Key West, Florida; Los Angeles, California (Beverly Hills, Santa Monica, and West Hollywood); Naples, Florida; Newport, Rhode Island; Portland, Oregon; San Diego, California; San Francisco, California; Santa Cruz, California; Stevenson, Washington; and Washington, D.C. Substantially all of the Company’s assets are held by, and all of the Company's operations are conducted through, Pebblebrook Hotel, L.P. (the "Operating Partnership"). The Company is the sole general partner of the Operating Partnership. 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. For the Company to maintain its qualification as a real estate investment trust ("REIT") under the Internal Revenue Code of 1986, as amended (the "Code"), it cannot operate the hotels it owns. Therefore, the Operating Partnership and its subsidiaries lease the hotel properties to subsidiaries of Pebblebrook Hotel Lessee, Inc. (collectively with its subsidiaries, "PHL"), a taxable REIT subsidiary ("TRS"), which in turn engage third-party eligible independent contractors to manage the hotels. PHL is consolidated into the Company’s financial statements. Note 2. Summary of Significant Accounting Policies Basis of Presentation The accompanying unaudited interim consolidated financial statements and related notes have been prepared in accordance with accounting principles generally accepted in the United States of America ("U.S. GAAP") and in conformity with the rules and regulations of the U.S. Securities and Exchange Commission ("SEC") applicable to interim financial information. As such, certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been omitted in accordance with the rules and regulations of the SEC. These unaudited consolidated financial statements include all adjustments considered necessary for a fair presentation of the consolidated balance sheets, consolidated statements of operations and comprehensive income, consolidated statements of equity and consolidated statements of cash flows for the periods presented. Interim results are not necessarily indicative of full-year performance, as a result of the impact of seasonal and other short-term variations and the acquisitions and or dispositions of hotel properties. These consolidated financial statements should be read in conjunction with the audited consolidated financial statements and accompanying notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024. The Company and its subsidiaries are separate legal entities and maintain records and books of account separate and apart from each other. The consolidated financial statements include all of the accounts of the Company and its subsidiaries and are presented in accordance with U.S. GAAP. All significant intercompany balances and transactions have been eliminated in consolidation. Investments in entities that the Company does not control, but over which the Company has the ability to exercise significant influence regarding operating and financial policies, are accounted for under the equity method. Certain reclassifications have been made to the prior period's financial statements to conform to the current year presentation. Use of Estimates The preparation of the financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities, and revenues and expenses. These estimates are prepared using management’s best judgment, after considering past, current and expected events and economic conditions. Actual results could differ from these estimates. 10 Table of Contents Risks and Uncertainties The state of the overall economy can significantly impact hotel operational performance and thus the Company's financial position. Global events, as well as national and local events, may adversely impact travel trends and the operations of the Company's hotels. In addition, inflation and changing interest rates may impact the overall economy and the availability of debt, which may impact the Company's financial position. A decline in travel or a significant increase in costs may also adversely impact the Company's cash flow and ability to service debt or meet other financial obligations. New Accounting Pronouncements Income Taxes In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures ("ASU 2023-09"). ASU 2023-09 requires entities to disclose disaggregated information about their effective tax rate reconciliation as well as information on income taxes paid. ASU 2023-09 is effective for fiscal years beginning after December 15, 2024, with early adoption permitted. The amendments should be applied on a prospective basis, with the option to apply retrospectively. 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 In March 2024, the FASB issued ASU 2024-01, Compensation—Stock Compensation (Topic 718): Scope Application of Profits Interest and Similar Awards ("ASU 2024-01"), to clarify the scope application of profits interest and similar awards by adding illustrative guidance in ASC 718, Compensation—Stock Compensation ("ASC 718"). ASU 2024-01 clarifies how to determine whether profits interest and similar awards should be accounted for as a share-based payment arrangement (ASC 718) or as a cash bonus or profit-sharing arrangement (ASC 710, Compensation—General, or other guidance ) and applies to all reporting entities that account for profits interest awards as compensation to employees or non-employees. In addition to adding the illustrative guidance, ASU 2024-01 modified the language in paragraph 718-10-15-3 to improve its clarity and operability without changing the guidance. ASU 2024-01 is effective for fiscal years beginning after December 15, 2024, including interim periods within those annual periods. Early adoption is permitted. The amendments should be applied either retrospectively to all prior periods presented in the financial statements, or prospectively to profits interest and similar awards granted or modified on or after the adoption date. The Company's adoption of ASU 2024-01 on January 1, 2025 had no impact on its consolidated financial statements and disclosures. Disaggregation of Income Statement Expenses In November 2024, the FASB issued ASU 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses ("ASU 2024-03"). ASU 2024-03 requires public entities to disclose specified information about certain costs and expenses. ASU 2024-03 is effective for annual reporting periods beginning after December 15, 2026, and interim periods within annual reporting periods beginning after December 15, 2027, with early adoption permitted. The amendments should be applied either retrospectively to all prior periods presented in the financial statements, or prospectively after the adoption date. The Company is currently assessing the impacts of adopting ASU 2024-03 on its consolidated financial statements and disclosures. Induced Conversions of Convertible Debt Instruments In November 2024, the FASB issued ASU 2024-04, Debt—Debt with Conversion and Other Options (Subtopic 470-20): Induced Conversions of Convertible Debt Instruments ("ASU 2024-04"). ASU 2024-04 clarifies the requirements for determining whether certain settlements of convertible debt instruments should be accounted for as induced conversions rather than as debt extinguishments. ASU 2024-04 is effective for annual reporting periods beginning after December 15, 2025, and interim periods within those annual reporting periods, with early adoption permitted. The amendments should be applied either prospectively or retrospectively. The Company is currently assessing the impacts of adopting ASU 2024-04 on its consolidated financial statements and disclosures. Note 3. Acquisition and Disposition of Hotel Properties Acquisitions The Company did not acquire any hotel properties during the nine months ended September 30, 2025 or 2024. Dispositions The Company did not dispose of any hotel properties during the nine months ended September 30, 2025 or 2024. 11 Table of Contents 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. 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. Held for Sale 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. 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. The Company expects to complete the sale in the fourth quarter of 2025. However, no assurances can be given that the sale will be completed on these terms or at all. Note 4. Investment in Hotel Properties Investment in hotel properties as of September 30, 2025 and December 31, 2024 consisted of the following (in thousands): September 30, 2025 December 31, 2024 Land $ 763,764 $ 800,143 Buildings and improvements 5,018,027 5,062,727 Furniture, fixtures and equipment 528,503 539,616 Finance lease asset 91,181 91,181 Construction in progress 5,865 5,066 $ 6,407,340 $ 6,498,733 Operating lease, right-of-use asset 356,322 351,150 Investment in hotel properties $ 6,763,662 $ 6,849,883 Less: Accumulated depreciation ( 1,660,213 ) ( 1,530,854 ) Investment in hotel properties, net $ 5,103,449 $ 5,319,029 Hurricane Helene and Hurricane Milton On September 26, 2024, LaPlaya Beach Resort & Club ("LaPlaya") in Naples, FL was impacted by Hurricane Helene and, on October 9, 2024, was also impacted by Hurricane Milton. The damage primarily impacted the ground floor of the Beach House, the pool complex and landscaping. LaPlaya closed following Hurricane Milton to undertake clean-up, repairs and a full assessment of damages. 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. 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. In September 2025, the Company finalized a settlement agreement for its Hurricane Helene claim with its insurance providers totaling $ 9.0 million. 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. The Company is continuing to work with its insurance providers on its remaining Hurricane Milton claims. 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. 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. Impairment The Company reviews its investment in hotel properties for impairment whenever events or circumstances indicate potential impairment. The Company periodically adjusts its estimate of future operating cash flows and estimated hold periods for certain properties. 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 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. 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. During the nine months ended September 30, 2024, no impairment losses were incurred. 12 Table of Contents Lease Assets and Lease Liabilities The Company recognized right-of-use assets and related liabilities related to its ground leases, all of which are operating leases. The Company recognized finance lease assets and related finance lease liabilities for properties subject to finance leases. When the rate implicit in the lease could not be determined, the Company used incremental borrowing rates, which ranged from 4.7 % to 7.6 %. In addition, the term used includes any options to exercise extensions when it is reasonably certain the Company will exercise such option. See Note 11. Commitments and Contingencies for additional information about the ground leases. 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 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. The financing lease liabilities are included in accounts payable, accrued expenses and other liabilities on the Company's accompanying consolidated balance sheets. Note 5. Debt On October 13, 2022, the Company entered into the Fifth Amended and Restated Credit Agreement with Bank of America, N.A., as administrative agent and certain other agents and lenders ("Credit Agreement"). The Credit Agreement provides for a $ 650.0 million senior unsecured revolving credit facility and three $ 460.0 million unsecured term loan facilities totaling $ 1.38 billion. The Company may request additional lender commitments to increase the aggregate borrowing capacity under the Credit Agreement up to an additional $ 970.0 million. On January 3, 2024, the Company entered into the First Amendment to the Credit Agreement which extended the maturity date of $ 356.7 million borrowed under Term Loan 2024 to January 2028. This extended indebtedness is referred to as Term Loan 2028. In connection with the extension, the Company also repaid $ 60.0 million of its borrowings under Term Loan 2024 and $ 50.0 million of its borrowings under Term Loan 2025 with available cash. On October 3, 2024, the Company issued $ 400.0 million aggregate principal amount of its 6.375 % senior notes due October 15, 2029. These notes are referred to as Senior Notes 2029. The net proceeds from the issuance were approximately $ 390.0 million after deducting discounts and offering expenses paid by the Company, of which $ 353.3 million was used to repay all $ 43.3 million of its borrowings under Term Loan 2024, $ 210.0 million of its borrowings under Term Loan 2025 and $ 100.0 million of its borrowings under Term Loan 2027. On November 1, 2024, the Company entered into the Third Amendment to the Credit Agreement which extended the maturity date of $ 185.2 million borrowed under Term Loan 2025 to January 2029. This indebtedness is referred to as Term Loan 2029. 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. 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"). The net proceeds from the issuance were approximately $ 390.2 million after deducting the underwriting fees. 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. 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. 13 Table of Contents The Company's debt consisted of the following as of September 30, 2025 and December 31, 2024 (dollars in thousands): Balance Outstanding as of Interest Rate at September 30, 2025 Maturity Date September 30, 2025 December 31, 2024 Unsecured revolving credit facilities Senior unsecured credit facility — (1)(2) October 2026 / October 2028 $ — $ — PHL unsecured credit facility — (1) October 2028 — — Unsecured revolving credit facilities $ — $ — Unsecured term loans Term Loan 2025 5.13 % (1)(4) October 2025 14,783 14,783 Term Loan 2027 5.29 % (1) October 2027 360,000 360,000 Term Loan 2028 3.83 % (1) January 2028 356,652 356,652 Term Loan 2029 5.13 % (1) January 2029 185,217 185,217 Unsecured term loans principal $ 916,652 $ 916,652 Convertible senior notes Convertible Notes 2026 1.75 % December 2026 350,000 750,000 Convertible Notes 2030 1.63 % January 2030 400,000 — Convertible senior notes principal $ 750,000 $ 750,000 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 Unsecured senior notes principal $ 402,400 $ 402,400 Mortgage loans Margaritaville Hollywood Beach Resort 7.04 % (3) September 2026 140,000 140,000 Estancia La Jolla Hotel & Spa 5.07 % September 2028 53,767 55,413 Mortgage loans principal $ 193,767 $ 195,413 Total debt principal $ 2,262,819 $ 2,264,465 Unamortized debt premium and deferred financing costs, net ( 23,783 ) ( 17,733 ) Debt, net $ 2,239,036 $ 2,246,732 ______________________ (1) Borrowings bear interest at floating rates. 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 %. 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. (4) In October 2025, the Company repaid its borrowings under Term Loan 2025 with available cash. Unsecured Revolving Credit Facilities The $ 650.0 million senior unsecured revolving credit facility provided for in the Credit Agreement matures as follows: $ 48.0 million in October 2026, with no option to extend the maturity date, and $ 602.0 million 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. All borrowings under this senior unsecured revolving credit facility bear interest at a rate per annum equal to, at the option of the Company, (i) the Secured Overnight Financing Rate ("SOFR") plus 0.10 % (the "SOFR Adjustment") plus a margin that is based upon the Company’s leverage ratio or (ii) the Base Rate (as defined by the Credit Agreement) plus a margin that is based on the Company’s leverage ratio. 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 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. The credit agreement contains certain financial covenants, including a maximum leverage ratio, a minimum fixed charge coverage ratio and a maximum percentage of secured debt to total asset value. 14 Table of Contents Under the terms of the Credit Agreement, one or more standby letters of credit, up to a maximum aggregate outstanding balance of $ 30.0 million, may be issued on behalf of the Company by the lenders under the senior unsecured revolving facility. The Company pays a fee for outstanding standby letters of credit at a rate per annum equal to the applicable margin based upon the Company's leverage ratio. 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 $ 7.9 million and $ 7.4 million were outstanding as of September 30, 2025 and December 31, 2024, respectively. 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. The PHL Credit Facility has substantially similar terms as the Company's senior unsecured revolving credit facility. Borrowings on the PHL Credit Facility bear interest at a rate per annum equal to, at the option of the Company, (i) SOFR plus the SOFR Adjustment plus a margin that is based upon the Company’s leverage ratio or (ii) the Base Rate (as defined by the Credit Agreement) plus a margin that is based on the Company’s leverage ratio. 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 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. 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 The term loan facilities provided for in the Credit Agreement bear interest at a rate per annum equal to, at the option of the Company, (i) SOFR plus the SOFR Adjustment plus a margin that is based upon the Company’s leverage ratio or (ii) the Base Rate (as defined by the Credit Agreement) plus a margin that is based on the Company’s leverage ratio. The margins for term loans range in amount from 1.40 % to 2.45 % for SOFR-based loans and 0.40 % to 1.45 % for Base Rate-based loans, depending on the Company's leverage ratio. The term loans are subject to the debt covenants in the Credit Agreement. 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. Convertible Senior Notes due 2026 The Company has $ 350.0 million aggregate principal amount of the Convertible Notes 2026 outstanding. 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. 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. 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. 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. 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. 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. If certain make-whole fundamental changes occur, the conversion rate for the Convertible Notes 2026 may be increased. Convertible Senior Notes due 2030 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. 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. As of September 30, 2025, the Convertible Notes 2030 had $ 10.3 million of unamortized issuance costs outstanding. 15 Table of Contents Prior to July 15, 2029, the Convertible Notes 2030 are convertible upon certain circumstances. 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. 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. The conversion rate is subject to adjustment in certain circumstances. 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. As of September 30, 2025, the if-converted value of the Convertible Notes 2030 did not exceed the principal amount. Prior to July 20, 2028, the Company may not redeem the Convertible Notes 2030. 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. 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. If certain make-whole fundamental changes occur, the conversion rate for the Convertible Notes 2030 may be increased. Capped Call Transactions in Connection with the Convertible Senior Notes In connection with the issuances of the Convertible Notes 2026 and the Convertible Notes 2030, the Company entered into privately negotiated capped call transactions. 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. 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. 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. 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. 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 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 September 30, 2025, the Company was in compliance with all such covenants. Mortgage Loans On December 1, 2021, the Company assumed a $ 61.7 million loan secured by a first-lien mortgage on the leasehold interest of Estancia La Jolla Hotel & Spa ("Estancia"). The loan requires both principal and interest monthly payments based on a fixed interest rate of 5.07 %. The loan matures on September 1, 2028. 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"). The loan requires interest-only payments based on a floating rate equal to daily SOFR plus a spread of 3.75 %. 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. 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. The Company's mortgage loans associated with Margaritaville and Estancia are non-recourse to the Company except for customary carve-outs to the general non-recourse liability. The loans contain customary provisions regarding events of default, as well as customary cash management, cash trap and lockbox provisions. Cash trap provisions are triggered if the hotel's performance is below a certain threshold. Once triggered, all of the cash flow generated by the hotel is deposited directly into lockbox accounts and then swept into cash management accounts for the benefit of the lender. These properties are not in a cash trap and no event of default has occurred under the loan documents. 16 Table of Contents Interest Expense 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): For the three months ended September 30, For the nine months ended September 30, 2025 2024 2025 2024 Unsecured revolving credit facilities $ 508 $ 504 $ 1,507 $ 1,499 Unsecured term loans 11,010 18,239 32,937 56,366 Convertible senior notes 3,282 3,281 9,845 9,844 Unsecured senior notes 6,404 30 19,001 89 Mortgage loans 3,219 3,247 9,573 9,690 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 ) Total interest expense $ 20,180 $ 27,925 $ 74,595 $ 82,285 Fair Value 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 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. Derivative and Hedging Activities The Company enters into interest rate swap agreements to hedge against interest rate fluctuations. All of the Company's interest rate swaps are designated as cash flow hedges. 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 September 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 September 30, 2025 December 31, 2024 Swap-cash flow 3.22 % - 3.25 % October 2025 $ 200,000 $ 200,000 Swap-cash flow 1.33 % - 1.36 % February 2026 290,000 290,000 Swap-cash flow 3.02 % - 3.03 % October 2026 200,000 200,000 Swap-cash flow 3.29 % October 2027 165,000 165,000 Swap-cash flow 3.54 % - 3.55 % May 2028 100,000 — Total $ 955,000 $ 855,000 The Company records all derivative instruments at fair value in the accompanying consolidated balance sheets. 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). Derivatives expose the Company to credit risk in the event of non-performance by the counterparties under the terms of the interest rate hedge agreements. The Company incorporates these counterparty credit risks in its fair value measurements. The Company believes it minimizes the credit risk by transacting with major creditworthy financial institutions. 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. 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. 17 Table of Contents 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. Note 6. Revenue 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 and nine months ended September 30, 2025 and 2024 (in thousands): For the three months ended September 30, For the nine months ended September 30, 2025 2024 2025 2024 San Diego, CA $ 96,543 $ 101,639 $ 258,454 $ 258,117 Boston, MA 76,824 77,605 204,553 203,483 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 Chicago, IL 26,787 25,513 60,408 57,033 Portland, OR 25,751 25,574 60,129 60,101 Washington, D.C. 13,495 16,432 48,920 53,336 Other (1) 29,716 25,512 58,072 45,266 Total Revenues $ 398,723 $ 404,530 $ 1,126,526 $ 1,115,709 ______________________ (1) Other includes: Newport, RI and Santa Cruz, CA . Payments from customers are primarily made when services are provided. 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. Membership deposits, which are received pursuant to membership contracts, are recognized as revenue over the expected life of the membership. Note 7. Equity Common Shares The Company is authorized to issue up to 500,000,000 common shares. Each outstanding common share entitles the holder to one vote on each matter submitted to a vote of shareholders. Holders of common shares are entitled to receive dividends when authorized by the Board of Trustees. Common Share Repurchase Program 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. The Company may suspend or discontinue this program at any time. Common shares repurchased by the Company cease to be outstanding and become authorized but unissued common shares. 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. As of September 30, 2025, $ 66.6 million of common shares remained available for repurchase under this program. In October 2025, the Company repurchased 653,412 common shares at an average of approximately $ 10.77 per share. 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. Under this program, the Company may repurchase common shares from time to time in transactions on the open market or by private agreement. The Company may suspend or discontinue this program at any time. Common shares repurchased by the Company cease to be outstanding and become authorized but unissued common shares. Common Dividends The Company declared the following dividends on common shares/units for the nine months ended September 30, 2025: 18 Table of Contents 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 $ 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"). The following preferred shares were outstanding as of September 30, 2025 and December 31, 2024: Security Type September 30, 2025 December 31, 2024 6.375 % Series E 4,381,119 4,400,000 6.30 % Series F 5,998,474 6,000,000 6.375 % Series G 9,199,700 9,200,000 5.70 % Series H 7,962,864 8,000,000 27,542,157 27,600,000 The Series E, Series F, Series G and Series H Cumulative Redeemable Preferred Shares (collectively, the "Preferred Shares") rank senior to the common shares and on parity with each other with respect to payment of distributions. The Preferred Shares do not have any maturity date and are not subject to mandatory redemption. The Company may redeem the Series E and Series F Preferred Shares at any time. The Series G and Series H Preferred Shares may not be redeemed prior to May 13, 2026 and July 27, 2026, respectively, except in limited circumstances relating to the Company’s continuing qualification as a REIT or as discussed below. On or after such dates, the Company may, at its option, redeem the Preferred Shares, in each case in whole or from time to time in part, by payment of $ 25.00 per share, plus any accumulated, accrued and unpaid distributions through the date of redemption. Upon the occurrence of a change of control, as defined in the Company's declaration of trust, the result of which the common shares and the common securities of the acquiring or surviving entity are not listed on the New York Stock Exchange, the NYSE American or Nasdaq, or any successor exchanges, the Company may, at its option, redeem the Preferred Shares in whole or in part within 120 days following the change of control by paying $ 25.00 per share, plus any accrued and unpaid distributions through the date of redemption. If the Company does not exercise its right to redeem the Preferred Shares upon a change of control, the holders of the Preferred Shares have the right to convert some or all of their shares into a number of common shares based on defined formulas subject to share caps. The share cap on each Series E Preferred Share is 1.9372 common shares, on each Series F Preferred Share is 2.0649 common shares, on each Series G Preferred Share is 2.1231 common shares, and on each Series H Preferred Share is 2.2311 common shares. Preferred Share Repurchase Program On February 17, 2023, the Company's Board of Trustees authorized a share repurchase program of up to $ 100.0 million of the Preferred Shares. 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 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. 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. The program does not require the Company to repurchase any specific number of Preferred Shares. The program does not have an expiration date and may be suspended, modified or discontinued at any time. 19 Table of Contents Preferred Dividends 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 6.375 % Series E $ 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 6.375 % Series E $ 0.40 September 30, 2025 September 30, 2025 October 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 6.30 % Series F $ 0.39 September 30, 2025 September 30, 2025 October 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 6.375 % Series G $ 0.40 September 30, 2025 September 30, 2025 October 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 5.70 % Series H $ 0.36 September 30, 2025 September 30, 2025 October 15, 2025 Non-controlling Interest of Common Units in Operating Partnership Holders of Operating Partnership units ("OP units") have certain redemption rights that enable OP unit holders to cause the Operating Partnership to redeem their units in exchange for, at the Company’s option, cash per unit equal to the market price of common shares at the time of redemption or common shares on a one -for-one basis. The number of shares issuable upon exercise of the redemption rights will be adjusted upon the occurrence of share splits, mergers, consolidations or similar pro-rata share transactions, which otherwise would have the effect of diluting the ownership interests of the Operating Partnership's limited partners or the Company's shareholders. 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 September 30, 2025 and December 31, 2024, the Operating Partnership had 16,291 OP units held by third parties, excluding LTIP units. 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. On February 15, 2024, the Board of Trustees granted 136,353 LTIP Class B units to executive officers. On February 7, 2025, the Board of Trustees granted 159,594 LTIP Class B units to executive officers. 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 above. Non-controlling Interest of Preferred Units in Operating Partnership On May 11, 2022, in connection with the acquisition of Inn on Fifth, the Company issued 3,104,400 preferred units in the Operating Partnership, designated as 6.0 % Series Z Cumulative Perpetual Preferred Units ("Series Z Preferred Units"). The Series Z Preferred Units rank senior to the OP units and on parity with the Operating Partnership's Series E, Series F, Series G and Series H Preferred Units. Holders of Series Z Preferred Units are entitled to receive quarterly distributions at an annual rate of 6.0 % of the liquidation preference value of $ 25.00 per share. At any time, holders of Series Z Preferred Units may elect to convert some or all of their units into any other series of the Operating Partnership’s preferred units outstanding at that time. After the second anniversary of the issuance of the Series Z Preferred Units, holders may elect to redeem some or all of their units for, at the Company’s election, cash, common shares having an equivalent value or preferred shares on a one -for-one basis. After May 11, 2027, the Company may redeem the Series Z Preferred Units for cash, common shares having an equivalent value or preferred shares on a one -for-one basis. 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 September 30, 2025 and December 31, 2024, the Operating Partnership had 3,104,400 Series Z Preferred Units outstanding. 20 Table of Contents Note 8. Share-Based Compensation Plan Available Shares 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. Share awards under the Plan vest over a period determined by the Board of Trustees, generally over three to five years . The Company pays or accrues for dividends on share-based awards. 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. 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 September 30, 2025, there were 3,838,387 common shares available for issuance under the Plan. Service Condition Share Awards From time to time, the Company awards restricted common shares under the Plan to members of the Board of Trustees, officers and employees. 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 nine months ended September 30, 2025: Shares Weighted-Average Grant Date Fair Value Unvested at December 31, 2024 408,048 $ 18.07 Granted 165,582 $ 12.80 Vested ( 166,135 ) $ 19.70 Unvested at September 30, 2025 407,495 $ 15.26 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. 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 On February 7, 2025, the Board of Trustees approved a target award of 348,332 performance-based equity awards to officers and employees of the Company. These awards will vest, if at all, in 2028. 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 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. 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 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. On February 7, 2025, the Board of Trustees granted 159,594 LTIP Class B units to executive officers. These LTIP units will vest ratably on January 1, 2026, 2027 and 2028, contingent upon continued employment with the Company. 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. 21 Table of Contents 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. Equity . 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. 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. Note 9. Income Taxes 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. However, the Company is still subject to certain state and local taxes on its revenues, income and property, and to federal income and excise taxes on its undistributed taxable income. In addition, taxable income of TRSs, including PHL, is subject to federal, state and local corporate income taxes at statutory tax rates. A valuation allowance on deferred tax assets is recorded when the Company has determined it more likely than not that future results will not generate sufficient taxable income to realize the deferred tax assets for each jurisdiction. The Company files tax returns as prescribed by the tax laws of the jurisdictions in which it operates. In the normal course of business, the Company is subject to examination by federal, state and local jurisdictions, where applicable. Due to the net operating loss carryforward, tax years 2020 through 2024 remain open to examination by the major taxing jurisdictions to which the Company is subject. Note 10. Earnings (Loss) Per Share 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 September 30, For the nine months ended September 30, 2025 2024 2025 2024 Numerator: Net income (loss) attributable to common shareholders $ ( 43,366 ) $ 33,026 $ ( 79,520 ) $ 14,349 Less: Dividends paid on unvested share-based compensation ( 9 ) ( 9 ) ( 26 ) ( 28 ) Less: Undistributed earnings attributable to share-based compensation — ( 247 ) — ( 83 ) Net income (loss) available to common shareholders — basic $ ( 43,375 ) $ 32,770 $ ( 79,546 ) $ 14,238 Plus: Interest expense on convertible notes — 3,281 — — Net income (loss) available to common shareholders — diluted $ ( 43,375 ) $ 36,051 $ ( 79,546 ) $ 14,238 Denominator: Weighted-average number of common shares — basic 117,555,628 119,640,463 118,304,722 119,938,931 Effect of dilutive share-based compensation — 270,228 — 428,420 Effect of dilutive convertible notes — 29,441,175 — — Weighted-average number of common shares — diluted 117,555,628 149,351,866 118,304,722 120,367,351 Net income (loss) per share available to common shareholders — basic $ ( 0.37 ) $ 0.27 $ ( 0.67 ) $ 0.12 Net income (loss) per share available to common shareholders — diluted $ ( 0.37 ) $ 0.24 $ ( 0.67 ) $ 0.12 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. 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. 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. 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. 22 Table of Contents 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. Note 11. Commitments and Contingencies Hotel Management Agreements The Company’s hotel properties are operated pursuant to management agreements with various management companies. The remaining terms of these management agreements are up to nine years , not including renewals, and up to 27 years, including renewals. The majority of the Company’s management agreements are terminable at will by the Company upon paying a termination fee and some are terminable by the Company upon sale of the property, with, in some cases, the payment of termination fees. Most of the agreements also provide the Company the ability to terminate based on failure to achieve defined operating performance thresholds. Termination fees range from zero to up to three times the annual base management and incentive management fees, depending on the agreement and the reason for termination. Certain of the Company’s management agreements are non-terminable except upon the manager’s breach of a material representation or the manager’s failure to meet performance thresholds as defined in the management agreement. The management agreements require the payment of a base management fee generally between 1 % and 4 % of hotel revenues. Under certain management agreements, the management companies are also eligible to receive an incentive management fee if hotel operating income, cash flows or other performance measures, as defined in the agreements, exceed certain performance thresholds. 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 and nine months ended September 30, 2025, combined base and incentive management fees were $ 11.4 million and $ 30.2 million, respectively. 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. Reserve Funds Certain of the Company’s agreements with its hotel managers, franchisors, ground lessors and lenders have provisions for the Company to provide funds, typically 4.0 % of hotel revenues, sufficient to cover the cost of (a) certain non-routine repairs and maintenance to the hotels and (b) replacements and renewals to the hotels’ furniture, fixtures and equipment. Restricted Cash 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. 23 Table of Contents Long-Term Property Operating and Finance Leases As of September 30, 2025, the following hotels were subject to leases as follows: Lease Properties Lease Type Lease Expiration Date Restaurant at Southernmost Beach Resort Operating lease April 2029 Paradise Point Resort & Spa Operating lease May 2050 Harbor Court Hotel San Francisco Finance lease August 2052 Hotel Monaco Washington DC Operating lease November 2059 Argonaut Hotel Operating lease December 2059 Hotel Zephyr Fisherman's Wharf and Retail Operating lease February 2062 Viceroy Santa Monica Hotel Operating lease September 2065 Estancia La Jolla Hotel & Spa Operating lease January 2066 San Diego Mission Bay Resort Operating lease July 2068 1 Hotel San Francisco Operating lease March 2070 (1) Hyatt Regency Boston Harbor Operating lease April 2077 The Westin Copley Place, Boston Operating lease December 2077 (2) The Liberty, a Luxury Collection Hotel, Boston Operating lease May 2080 Jekyll Island Club Resort and Restaurant Operating lease January 2089 80 Rooms at Hotel Zeppelin San Francisco Operating and finance lease June 2089 (4) Hotel Zelos San Francisco Operating lease June 2097 Hotel Palomar Los Angeles Beverly Hills Operating lease January 2107 (3) Margaritaville Hollywood Beach Resort Operating lease July 2112 ______________________ (1) The expiration date assumes the exercise of a 14 -year extension option. (2) No payments are required through maturity. (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. The Company's leases may require minimum fixed rent payments, percentage rent payments based on a percentage of revenues in excess of certain thresholds or rent payments equal to the greater of a minimum fixed rent or percentage rent. Minimum fixed rent may be adjusted annually by increases in the consumer price index and may be subject to minimum and maximum increases. Some leases also contain certain restrictions on modifications that can be made to the hotel structures due to their status as national historic landmarks. The Company records expense on a straight-line basis for leases that provide for minimum rental payments that increase in pre-established amounts over the remaining terms of the leases. 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 and nine months ended September 30, 2025 and 2024 are as follows (in thousands): For the three months ended September 30, For the nine months ended September 30, 2025 2024 2025 2024 Fixed ground rent $ 5,017 $ 4,795 $ 14,652 $ 14,387 Variable ground rent 5,759 6,327 15,073 15,390 Total ground rent $ 10,776 $ 11,122 $ 29,725 $ 29,777 Litigation The nature of the operations of hotels exposes the Company's hotels, the Company and the Operating Partnership to the risk of claims and litigation in the normal course of their business. The Company has insurance to cover certain potential material losses. The Company is not presently subject to any material litigation nor, to the Company’s knowledge, is any material litigation threatened against the Company. 24 Table of Contents Note 12. Supplemental Information to Statements of Cash Flows (in thousands) For the nine months ended September 30, 2025 2024 Interest paid, net of capitalized interest $ 68,342 $ 76,703 Interest capitalized $ — $ 4,710 Income taxes paid $ 955 $ 2,043 Non-Cash Investing and Financing Activities: Distributions payable on common shares/units $ 1,222 $ 1,256 Distributions payable on preferred shares/units $ 10,581 $ 10,601 Issuance of common shares for Board of Trustees compensation $ 745 $ 745 Accrued additions and improvements to hotel properties $ 472 $ 4,500 Write-off of fully amortized deferred financing costs $ 3,191 $ 682 Write-down of investment $ 3,900 $ — Note 13. 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 and nine months ended September 30, 2025 and 2024 (in thousands): For the three months ended September 30, For the nine months ended September 30, 2025 2024 2025 2024 Revenues: Total revenues $ 398,723 $ 404,530 $ 1,126,526 $ 1,115,709 Less: Corporate and other revenues 259 1,963 846 5,045 Hotel revenues 398,464 402,567 1,125,680 1,110,664 Significant hotel expenses: Room expenses 70,434 68,721 196,689 188,747 Food and beverage expenses 71,011 71,346 208,237 203,281 Hotel general and administrative 31,391 31,406 92,081 90,202 Hotel sales and marketing 24,631 24,607 72,669 71,260 Hotel operations and maintenance 32,733 31,913 94,628 90,824 Hotel management fee 11,748 12,188 31,333 32,135 Hotel real estate taxes, personal property taxes, property insurance and ground rent 35,616 34,802 102,726 91,187 Other segment items (1) 15,512 14,569 40,123 38,442 Hotel EBITDA 105,388 113,015 287,194 304,586 Depreciation and amortization ( 57,602 ) ( 57,546 ) ( 172,790 ) ( 172,051 ) Interest expense ( 20,180 ) ( 27,925 ) ( 74,595 ) ( 82,285 ) Impairment ( 46,497 ) ( 1,908 ) ( 46,497 ) ( 1,908 ) 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 Corporate and other (2) ( 14,334 ) ( 12,763 ) ( 42,327 ) ( 40,975 ) Net income (loss) $ ( 32,353 ) $ 45,145 $ ( 45,248 ) $ 49,864 ______________________ (1) Other segment items include expenses incurred for parking, spa, franchise fees and other hotel operating expenses. (2) Corporate and other include corporate general and administrative and other operating income and expenses. 25 Table of Contents