What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2026-04-28 compared with 2025-11-05 · 159 added, 303 removed, 532 unchanged (46% of the section changed)

3 unchanged sentences

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

September 30, 2025 December 31, 2024

March 31, 2026 December 31, 2025

Investment in hotel properties, net $ 4,974,733 $ 5,023,457

Hotel held for sale 80,602 —

Cash and cash equivalents 196,207 184,185

5 unchanged sentences

LIABILITIES AND EQUITY

Debt $ 2,239,036 $ 2,246,732

Debt, net $ 2,079,334 $ 2,124,092

Accounts payable, accrued expenses and other liabilities 215,680 199,631

2 unchanged sentences

Accrued interest 19,188 12,106

Liabilities related to hotel held for sale 18,609 —

Distribution payable 11,611 11,639

2 unchanged sentences

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

Preferred shares of beneficial interest, $ .01 par value (liquidation preference $ 676,724 at March 31, 2026 and December 31, 2025), 100,000,000 shares authorized;

27,068,962 shares issued and outstanding at March 31, 2026 and December 31, 2025

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

112,985,227 and 113,188,134 shares issued and outstanding at March 31, 2026 and December 31, 2025, respectively

Additional paid-in capital 3,966,623 3,969,875

Accumulated other comprehensive income (loss) 3,268 605

Distributions in excess of retained earnings ( 1,475,913 ) ( 1,392,860 )

Distributions and retained deficit ( 1,534,069 ) ( 1,503,262 )

Total shareholders' equity 2,437,223 2,468,621

7 unchanged sentences

For the three months ended

September 30, For the nine months ended

September 30,

2025 2024 2025 2024

Room $ 214,525 $ 197,010

11 unchanged sentences

Impairment 7,688 —

Business interruption insurance income and gain on insurance settlement ( 3,874 ) ( 7,059 ) ( 11,419 ) ( 18,340 )

Business interruption insurance income — ( 4,303 )

Other operating expenses 1,018 550

9 unchanged sentences

Distributions to preferred shareholders ( 10,427 ) ( 10,631 )

Repurchase of preferred shares 312 — 312 —

Net income (loss) attributable to common shareholders $ ( 29,701 ) $ ( 43,578 )

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

Net income (loss) per share available to common shareholders, basic and diluted $ ( 0.26 ) $ ( 0.37 )

Weighted-average number of common shares, basic and diluted 113,331,501 119,204,243

Pebblebrook Hotel Trust

2 unchanged sentences

For the three months ended

September 30, For the nine months ended

September 30,

2025 2024 2025 2024

Comprehensive Income:

10 unchanged sentences

(in thousands, except share data)

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

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

Pebblebrook Hotel Trust

Consolidated Statements of Equity - Continued

(in thousands, except share data)

For the nine months ended September 30, 2025

For the three months ended March 31, 2026

Preferred Shares Common Shares Additional Paid-In Capital Accumulated Other Comprehensive Income (Loss) Distributions and retained deficit Total Shareholders' Equity Non-Controlling Interests Total Equity

Shares Amount Shares Amount

1 unchanged sentence

27,068,962 $ 271 113,188,134 $ 1,132 $ 3,969,875 $ 605 $ ( 1,503,262 ) $ 2,468,621 $ 94,117 $ 2,562,738

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 — — 71,958 1 824 — — 825 — 825

3 unchanged sentences

Distributions on preferred shares/units — — — — — — ( 10,427 ) ( 10,427 ) ( 1,164 ) ( 11,591 )

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) — — — — — — ( 19,274 ) ( 19,274 ) 838 ( 18,436 )

Balance at September 30, 2025

Balance at March 31, 2026

27,068,962 $ 271 112,985,227 $ 1,130 $ 3,966,623 $ 3,268 $ ( 1,534,069 ) $ 2,437,223 $ 94,304 $ 2,531,527

2 unchanged sentences

(in thousands, except share data)

For the nine months ended September 30, 2024

For the three months ended March 31, 2025

Shares Amount Shares Amount

10 unchanged sentences

Net income (loss) — — — — — — ( 32,947 ) ( 32,947 ) 767 ( 32,180 )

Balance at September 30, 2024

Balance at March 31, 2025

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

3 unchanged sentences

(in thousands)

For the nine months ended

September 30,

For the three months ended

Operating activities:

4 unchanged sentences

Share-based compensation 2,306 3,220

Gain on insurance settlement ( 1,820 ) —

Amortization of deferred financing costs, non-cash interest and other amortization 4,255 2,985

Gain on extinguishment of debt ( 7,385 ) —

Impairment 7,688 —

16 unchanged sentences

Repayments of debt ( 400,761 ) ( 549 )

Purchases of capped calls for convertible senior notes ( 27,240 ) —

Repurchases of common shares ( 5,900 ) ( 14,612 )

Repurchases of preferred shares ( 1,064 ) —

Distributions — common shares/units ( 1,148 ) ( 1,215 )

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.

As of September 30, 2025, the Company owned interests in 46 hotels with a total of 11,937 guest rooms.

As of March 31, 2026, the Company owned interests in 44 hotels with a total of 11,052 guest rooms.

The hotel properties are located in:

16 unchanged sentences

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").

As of March 31, 2026, the Company owned 98.8 % of the common limited partnership units issued by the Operating Partnership ("common units").

The remaining 1.2 % of the common units are owned by the other limited partners of the Operating Partnership.

4 unchanged sentences

Summary of Significant Accounting Policies

Basis of Presentation

Basis of Presentation and Principles of Consolidation

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.

22 unchanged sentences

New Accounting Pronouncements

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

4 unchanged sentences

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.

The Company is currently assessing the impact of adopting ASU 2024-03 on its consolidated financial statements and disclosures.

Induced Conversions of Convertible Debt Instruments

4 unchanged sentences

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.

The Company adopted ASU 2024-04 on January 1, 2026 on a prospective basis to any future settlements of convertible debt instruments.

Derivatives and Hedging

In November 2025, the FASB issued ASU 2025-09, Derivatives and Hedging (Topic 815):

Hedge Accounting Improvements ("ASU 2025-09").

ASU 2025-09 amends existing hedge accounting guidance to improve the alignment of financial reporting with the economics of an entity's risk management activities.

ASU 2025-09 is effective for annual reporting periods beginning after December 15, 2026, including interim periods within those annual reporting periods.

Early adoption is permitted.

The amendments in this update apply to any entity that elects to apply hedge accounting in accordance with Topic 815 and generally are to be adopted on a prospective basis, with an election available to apply the guidance to existing hedging relationships as of the adoption date.

The Company adopted ASU 2025-09 on January 1, 2026 on a prospective basis.

The adoption did not have a material impact on the Company's consolidated financial statements.

Acquisition and Disposition of Hotel Properties

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

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

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.

The Company did not acquire any hotel properties during the three months ended March 31, 2026 or 2025.

The Company did not dispose of any hotel properties during the three months ended March 31, 2026.

The following table summarizes disposition transactions during 2025 (in thousands):

Hotel Property Name Location Sale Date Sale Price

Montrose at Beverly Hills Los Angeles, CA November 19, 2025 $ 44,250

The Westin Michigan Avenue Chicago Chicago, IL December 3, 2025 72,000

For the three months ended March 31, 2026 and 2025, the accompanying consolidated statements of operations and comprehensive income included operating loss of $ 0.1 million and $ 5.5 million, respectively, excluding impairment loss and gain on sale of hotel properties related to the hotel properties sold.

The sales of the hotel properties described above did not represent a strategic shift that had a major effect on the Company's operations and financial results, and therefore, did not qualify as discontinued operations.

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

Investment in hotel properties as of March 31, 2026 and December 31, 2025 consisted of the following (in thousands):

March 31, 2026 December 31, 2025

Land $ 752,108 $ 754,384

4 unchanged sentences

$ 6,372,978 $ 6,368,712

Operating lease, right-of-use asset 356,322 351,150

Right-of-use asset, operating leases 351,424 353,873

Investment in hotel properties $ 6,724,402 $ 6,722,585

1 unchanged sentence

Investment in hotel properties, net $ 4,974,733 $ 5,023,457

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.

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.

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.

During the three months ended March 31, 2026, the Company recognized an impairment loss of $ 7.7 million for one hotel as a result of its fair value being lower than its carrying value.

The impairment loss was determined using Level 2 inputs under authoritative guidance for fair value measurements using purchase and sale agreements and information from marketing efforts for this property.

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

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 %.

2 unchanged sentences

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

As of 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.

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.

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

As of March 31, 2026, the Company's lease liabilities consisted of operating lease liabilities of $ 333.0 million and finance lease liabilities of $ 44.7 million.

As of December 31, 2025, the Company's lease liabilities consisted of operating lease liabilities of $ 333.1 million and finance lease liabilities of $ 44.6 million.

The finance lease liabilities are included in accounts payable, accrued expenses and other liabilities on the Company's accompanying consolidated balance sheets.

The Company's debt consisted of the following as of March 31, 2026 and December 31, 2025 (dollars in thousands):

Balance Outstanding as of

Interest Rate at September 30, 2025

Maturity Date September 30, 2025 December 31, 2024

Interest Rate at March 31, 2026

Maturity Date March 31, 2026 December 31, 2025

Unsecured revolving credit facilities

1 unchanged sentence

October 2028 $ — $ —

PHL unsecured credit facility — (1)

5 unchanged sentences

Term Loan 2028 5.15 % (1)

October 2027 360,000 360,000

Term Loan 2028 3.83 % (1)

January 2028 356,652 356,652

1 unchanged sentence

January 2029 185,217 185,217

Term Loan 2031 5.23 % (1)(3)

February 2031 360,000 —

Unsecured term loans principal $ 901,869 $ 901,869

3 unchanged sentences

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

Unsecured senior notes principal 6.38 % October 2029 $ 400,000 $ 400,000

Mortgage loans

8 unchanged sentences

(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.

Interest rate at March 31, 2026 gives effect to interest rate hedges.

(2) The Company has 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) In February 2026, the Company extended the maturity date of Term Loan 2027 to February 2031 (the extended loan is referred to as Term Loan 2031).

(4) In February 2026, the Company paid down the remaining loan balance.

Unsecured Credit Agreement

The Credit Agreement provides for a $ 650.0 million senior unsecured revolving credit facility and three unsecured term loan facilities.

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 February 11, 2026, the Company amended its Credit Agreement to extend the $ 360.0 million Term Loan 2027 to mature in February 2031 and to provide for a delayed draw option for the Company to borrow an additional $ 90.0 million by December 15, 2026 (the extended loan is referred to as Term Loan 2031).

The Credit Facility was also amended to remove the SOFR adjustment from its senior unsecured revolving credit facility and all unsecured term loan facilities.

Concurrently, the maturity date of the $ 48.0 million unextended portion of the senior unsecured revolving credit facility was extended to October 13, 2028.

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 $ 650.0 million senior unsecured revolving credit facility provided for in the Credit Agreement matures in October 2028 and provides the Company 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 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.

As of March 31, 2026, the Company had no outstanding borrowings, $ 8.8 million of outstanding letters of credit and a borrowing capacity of $ 641.2 million remaining on the senior unsecured revolving credit facility.

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

3 unchanged sentences

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

Standby letters of credit of $ 7.9 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.

Standby letters of credit of $ 8.8 million and $ 7.9 million were outstanding as of March 31, 2026 and December 31, 2025, respectively.

As of March 31, 2026, 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.

Borrowings on the PHL Credit Facility bear interest at a rate per annum equal to, at the option of the Company, (i) SOFR 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.

As of March 31, 2026, the Company had no borrowings under the PHL Credit Facility and had $ 20.0 million borrowing capacity remaining available under the PHL Credit Facility.

As of March 31, 2026, 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 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 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 1.45 % 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.

As of March 31, 2026, 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.

1 unchanged sentence

Convertible Senior Notes due 2026

The Company has $ 350.0 million aggregate principal amount of the Convertible Notes 2026 outstanding.

The Company has $ 350.0 million aggregate principal amount of 1.75 % Convertible Senior Notes due December 2026 (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.

As of March 31, 2026 and December 31, 2025, the Convertible Notes 2026 had $ 0.3 million and $ 0.4 million, respectively, of unamortized issuance costs outstanding.

Prior to June 15, 2026, the Convertible Notes 2026 are 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.

2 unchanged sentences

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.

As of March 31, 2026 and December 31, 2025, 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.

2 unchanged sentences

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 Company has $ 400.0 million aggregate principal amount of 1.625 % Convertible Senior Notes 2030 due January 2030 (the "Convertible Notes 2030") outstanding.

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.

As of March 31, 2026 and December 31, 2025, the Convertible Notes 2030 had $ 9.2 million and $ 9.8 million, respectively, of unamortized issuance costs outstanding.

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.

On and after July 15, 2029, holders may convert any of their Convertible Notes 2030 into the Company's 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.

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, with respect to the remainder, if any, of the conversion obligation in excess of the aggregate principal amount.

As of March 31, 2026 and December 31, 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.

8 unchanged sentences

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.

The Company is exposed to credit risk in the event of non-performance by the counterparties to the capped call agreements.

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

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.

On October 3, 2024, the Company issued $ 400.0 million aggregate principal amount of its 6.375 % senior notes due October 15, 2029 (the "Senior Notes 2029").

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.

As of March 31, 2026, the Company was in compliance with all such covenants.

Mortgage Loans

2 unchanged sentences

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.

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.

In February 2026, the Company paid down the remaining $ 40.0 million of the loan.

The Company's mortgage loan associated with Estancia is non-recourse to the Company except for customary carve-outs to the general non-recourse liability.

The loan contains 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.

The property is not in a cash trap and no event of default has occurred under the loan documents.

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):

The components of the Company's interest expense consisted of the following for the three months ended March 31, 2026 and 2025 (in thousands):

For the three months ended

September 30, For the nine months ended

September 30,

2025 2024 2025 2024

Unsecured revolving credit facilities $ 527 $ 497

2 unchanged sentences

Unsecured senior notes

6,404 30 19,001 89

Mortgage loans 992 3,163

Amortization of debt (premiums) and deferred financing fees, and (gain) loss on debt extinguishment ( 5,204 ) 1,541 ( 1,383 ) 6,149

Amortization of debt (premium), deferred financing fees and loss on debt extinguishment 3,171 1,910

Other 1,130 1,119

Total interest expense $ 26,314 $ 27,133

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 mortgage loan 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 estimated fair value of the Company's fixed rate debt (unsecured senior notes, convertible senior notes and the Estancia mortgage loan) as of March 31, 2026 and December 31, 2025 was $ 1.2 billion.

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

Future Minimum Principal Payments

As of March 31, 2026, the future minimum principal payments for the Company's debt are as follows (in thousands):

2026 $ 351,740

Thereafter 360,000

Total debt principal payments $ 2,104,503

Unamortized debt premium and deferred financing costs, net ( 25,169 )

Debt, net $ 2,079,334

Derivative and Hedging Activities

2 unchanged sentences

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

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

The Company's interest rate swaps at March 31, 2026 and December 31, 2025 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

Hedge Type Interest Rate Range (SOFR) Maturity March 31, 2026 December 31, 2025

Swap-cash flow 3.02 % - 3.03 %

1 unchanged sentence

Swap-cash flow 3.29 %

February 2026 290,000 290,000

Swap-cash flow 3.02 % - 3.03 %

October 2027 165,000 165,000

Swap-cash flow 3.34 %

October 2027 165,000 165,000

November 2027 200,000 200,000

Swap-cash flow 3.28 % - 3.29 %

March 2028 200,000 —

Swap-cash flow 3.54 % - 3.55 %

May 2028 100,000 100,000

6 unchanged sentences

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.

As of March 31, 2026 and December 31, 2025, the Company's interest rate swap assets had an aggregate fair value of $ 3.3 million and $ 0.7 million, respectively.

As of March 31, 2026 and December 31, 2025, the Company's interest rate swap liabilities had an aggregate fair value of zero and $ 0.9 million, 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 $ 2.6 million will be reclassified from accumulated other comprehensive income (loss) to interest expense within the next 12 months.

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.

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

The following table presents revenues by geographic location for the three months ended March 31, 2026 and 2025 (in thousands):

For the three months ended

September 30, For the nine months ended

September 30,

2025 2024 2025 2024

Southern Florida/Georgia $ 89,545 $ 85,455

San Diego, CA 83,322 75,211

San Francisco, CA 47,481 33,741

Boston, MA 45,336 46,773

Southern Florida/Georgia 46,614 46,390 203,020 196,281

Los Angeles, CA 42,302 34,297

San Francisco, CA 38,428 36,291 109,478 99,710

Chicago, IL 26,787 25,513 60,408 57,033

Portland, OR 13,549 12,797

5 unchanged sentences

(1) Other includes:

Newport, RI and Santa Cruz, CA .

Chicago, IL, Newport, RI and Santa Cruz, CA .

Payments from customers are primarily made when services are provided.

6 unchanged sentences

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.

On October 21, 2025, the Company's Board of Trustees authorized a 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.

1 unchanged sentence

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

During the three months ended March 31, 2026, the Company repurchased 405,821 common shares for an aggregate purchase price of $ 4.9 million, or an average of approximately $ 12.12 per share.

As of March 31, 2026, $ 145.1 million of common shares remained available for repurchase under this program.

Common Dividends

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

The Company declared the following dividends on common shares/units for the three months ended March 31, 2026:

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

$ 0.01 March 31, 2026 March 31, 2026 April 15, 2026

$ 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

The following preferred shares were outstanding as of March 31, 2026 and December 31, 2025:

Security Type March 31, 2026 December 31, 2025

6.375 % Series E

18 unchanged sentences

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

During the 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.

During the three months ended March 31, 2026, no Preferred Shares were repurchased.

As of March 31, 2026, $ 74.1 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

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

The Company declared the following dividends on preferred shares for the three months ended March 31, 2026:

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

1 unchanged sentence

$ 0.40 March 31, 2026 March 31, 2026 April 15, 2026

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, 2026 March 31, 2026 April 15, 2026

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, 2026 March 31, 2026 April 15, 2026

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, 2026 March 31, 2026 April 15, 2026

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

2 unchanged sentences

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

As of 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.

As of March 31, 2026 and December 31, 2025, the Operating Partnership had 16,291 OP units held by third parties, excluding LTIP units.

As of March 31, 2026, 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.

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

On February 5, 2026, the Board of Trustees granted time-vesting restricted awards of 183,587 LTIP Class B units to executive officers.

As of March 31, 2026, the Operating Partnership had 1,338,018 LTIP units outstanding, of which 1,002,586 LTIP units have vested.

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

8 unchanged sentences

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

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

As of March 31, 2026 and December 31, 2025, the Operating Partnership had 3,104,400 Series Z Preferred Units outstanding.

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 Company maintains the 2009 Equity Incentive Plan (as amended and restated effective May 23, 2025, 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.

2 unchanged sentences

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

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.

As of March 31, 2026, there were 3,468,815 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.

From time to time, the Company awards restricted common shares under the Plan to officers, employees and new members of the Board of Trustees.

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:

The following table provides a summary of service condition restricted share activity for the three months ended March 31, 2026:

Shares Weighted-Average

3 unchanged sentences

Vested ( 215,397 ) $ 16.47

Unvested at September 30, 2025

Unvested at March 31, 2026

390,566 $ 12.84

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.

For the three months ended March 31, 2026 and 2025, the Company recognized approximately $ 0.6 million and $ 0.7 million , respectively, of share-based compensation expense related to these awards as presented in the accompanying consolidated statements of operations and comprehensive income.

Performance-Based Equity Awards

1 unchanged sentence

These awards will vest, if at all, in 2029.

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.

The actual number of common shares that ultimately vest will be from 0 % to 200 % of the target award and will be determined in 2029 based on the performance criteria set forth in the award agreements for the period of performance from January 1, 2026 through December 31, 2028.

For the three months ended March 31, 2026 and 2025, the Company recognized approximately $ 1.3 million 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.

As of March 31, 2026, 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 $ 11.89 per unit with an aggregate grant date fair value of $ 2.2 million.

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 March 31, 2026, the Operating Partnership had 1,338,018 LTIP units outstanding, of which 1,002,586 LTIP units have vested.

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

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

For the three 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.

For the three months ended March 31, 2026 and 2025, the Company recognized approximately $ 0.5 million and $ 1.2 million, respectively, in expense related to these LTIP units.

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

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

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.

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

However, as a REIT, 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 our TRS lessees, is subject to federal, state and local income taxes.

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.

5 unchanged sentences

For the three months ended

September 30, For the nine months ended

September 30,

2025 2024 2025 2024

Net income (loss) attributable to common shareholders $ ( 29,701 ) $ ( 43,578 )

Dividends paid on unvested share-based compensation ( 7 ) ( 9 )

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

Interest expense on convertible notes — 3,281 — —

Net income (loss) available to common shareholders — diluted $ ( 43,375 ) $ 36,051 $ ( 79,546 ) $ 14,238

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.

Net income (loss) available to common shareholders — basic and diluted $ ( 29,708 ) $ ( 43,587 )

Weighted-average number of common shares — basic and diluted 113,331,501 119,204,243

Net income (loss) per share available to common shareholders — basic and diluted $ ( 0.26 ) $ ( 0.37 )

For the three months ended March 31, 2026 and 2025, 1,453,598 and 1,390,560 , 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 months ended March 31, 2026 and 2025, 13,739,215 and 29,441,175 , respectively, of common shares underlying the Convertible Notes 2026 have been 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.

2 unchanged sentences

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 remaining terms of these management agreements are up to eight years , not including renewals, and up to 26 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.

5 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.

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.

For the three months ended March 31, 2026 and 2025, combined base and incentive management fees were $ 8.4 million and $ 7.6 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

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.

At March 31, 2026 and December 31, 2025, the Company had $ 8.4 million and $ 12.0 million, respectively, in restricted cash, which consisted of funds held in cash management accounts held by a lender, reserves for replacement of furniture and fixtures, and reserves to pay for real estate taxes, ground rent or property insurance under certain hotel management agreements or loan agreements.

Long-Term Property Operating and Finance Leases

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

At March 31, 2026, the following hotels were subject to leases as follows:

Lease Properties Lease Type Lease Expiration Date

16 unchanged sentences

Operating lease January 2089

80 Rooms at Hotel Zeppelin San Francisco

Hotel Zeppelin San Francisco

Operating and finance lease June 2089 (4)

6 unchanged sentences

(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.

(4) This property consists of a 116 -guest room building, which is owned in fee simple, and an adjoining building with 80 guest rooms, which is subject to a lease agreement.

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

4 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.

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

The components of ground rent expense for the three months ended March 31, 2026 and 2025 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 $ 5,156 $ 4,810

5 unchanged sentences

Supplemental Information to Statements of Cash Flows (in thousands)

For the nine months ended

September 30,

For the three months ended

Interest paid, net of capitalized interest $ 15,742 $ 15,445

Interest capitalized $ — $ 4,710

Income taxes paid $ 955 $ 2,043

Income taxes paid (refunded) $ — $ ( 170 )

Non-Cash Investing and Financing Activities:

6 unchanged sentences

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):

The following table presents the Company's segment hotel revenues, Hotel EBITDA, including significant hotel expenses and its reconciliation to net income (loss) for the three months ended March 31, 2026 and 2025 (in thousands):

For the three months ended

September 30, For the nine months ended

September 30,

2025 2024 2025 2024

Total revenues $ 345,656 $ 320,266

15 unchanged sentences

Impairment ( 7,688 ) —

Business interruption insurance income and gain on insurance settlement 3,874 7,059 11,419 18,340

Business interruption insurance income — 4,303

Income tax (expense) benefit 17 3,162

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.

What changed 10-Q

Item 1. Financial Statements